The Spider Effect
by monkeycyborgninja
Summary: You know that old time travel cliche that if you kill a butterfly in the past it drastically changes the future, well replace butterfly with spider and that's exactly what Akemi Homura did in countless timelines. This is the story of Nakazawa Takuya, the day that changed his life, and the action that changed the destinies of five young Magical Girls.
1. Act 1, Chapter 1

**A/N: ...*sigh* I can't guys, I just... I just can't. Let me explain something about me to you guys, you see I'm interested in a lot of things, and I mean A LOT of things, just not all at the same time. My interests shift CONSTANTLY, one minute I'm into one thing, and then BOOM, I'm reminded how much I love something else and obsess over that instead! For example, I already have a PMMM crossover published on here, crossed over with Kamen Rider 555. I was SOOOO pumped for it too, I even went as far as to rewatch the entire KR555 series, since I was reminded of how much I loved it. But then, I go and watch Ant-Man on my birthday, and BOOM, my love for american superheroes is reignited, more specifically, my love for my favorite superhero of all time, Spider-Man. And it was just a downward spiral from there, I tired to work on my other fics, this idea popped into my head, I'm under a lot of stress from collage, and I just HAD to get this out of my system!**

 **(grumbling in the corner) son of a bitch, why the fuck can't I finish anything, damn it!**

 ***sigh* Sorry guys, I know you don't want to hear my problems, most likely because you probably never even heard of me or my stories before, to those of you who haven't, I am VERY sorry for wasting your time. Well, now that that's out of the way, enjoy the fic and I'll see you guys at the end.**

 **Disclaimer: I don't own Spider-Man or Puella Magi Madoka Magica**

* * *

 **ACT 1: Origins**

 **Chapter 1: And Along Came A Spider**

 **Earth Atmosphere – 400 Years Ago**

High above the Earth, in the deep recesses of space, a lone spacecraft was traversing the empty void, traveling at speeds approaching the speed of light, passing countless planets and solar systems before finally arriving at the only planet in that particular quadrant capable of sustaining life; Earth. The alien ship entered the Earth's atmosphere, it's exterior heating up as it sped through; meanwhile, inside the cockpit, an elderly looking man sat at the controls, the whole room bathed in an eerie red light as a deafening warning siren blared.

"Tsk, damn it, I took too much damage from that asteroid field, the controls are all malfunctioning!" The man lamented as he tried his best to steer the ship, with very little success. The Man's six black eyes looked all around the control panels as he tried to stabilize the ship, but nothing he did seemed to work, the ship continuing to accelerate out of control as it got closer and closer to Earth.

"No, I can't give up, not now, I can't let what happened to my planet happen to this one!" The man said with a determined stare a she pulled hard on the steering handle of the ship, trying to slow his descent. As he got closer to the ground he could finally make out certain details about the surface of the planet, from what he could tell he was heading straight for a small archipelago just off the coast of a large landmass, the island that would soon come to be called Japan. He kept on falling, making small adjustments to his trajectory to ensure he didn't land in the water, eventually he was close enough to make out that he was headed straight for a populated town.

"Come on, hang in there just a little bit longer!" The man pleaded, pulling on the handle with all his might to avoid the town. Miraculously, he managed to turn the ship just enough so that it missed the town, unfortunately, he was now heading for the mountains that bordered it.

"No, no, no no no no NOOOOOOO!" The ship violently crashed into the side of the mountain, the force of the impact causing rocks and boulders to fly everywhere, including the cockpit. The alien man tried to leap away, but the cockpit was almost completely crushed by the falling debris, he couldn't make it away in time. The dust in the cockpit settled and the alien man coughed his lungs out, wheezing, barely able to stay awake.

"…I… I can't move." He observed, being crushed under a boulder. "…Blood… I'm losing blood… getting… hard to breath… so… this is how I die…" He lamented, looked around the destroyed cockpit, completely filled with rocks and dirt except for one thin ray of sunshine that entered through a hole in the debris. He raised his hand up to it, as if desperately trying to reach it.

"…I'm sorry, people of this world… it looks like… it will take me a little longer… than I thought… but I swear, I will protect this world… they won't… destroy you… too…" With that last word, his hand dropped to the floor, motionless, his heavy wheezing suddenly stopping as well. Suddenly, his body began to evaporate into a green smoke, leaving behind the regale looking clothes he was wearing. Moments passed as the discarded clothing just laid there, but suddenly, out of the rubble, came a lone, little spider, scurrying about the ground before noticing the hole in the debris. After a moment, as if pondering, it effortlessly climbed up the steep hill of rocks and crawled out the hole.

* * *

 **Mitakihara City, Japan – Present Day**

A young boy's eyes burst open at the sound of an incredibly annoying alarm clock going off practically in his face. With a soft sigh, he reached over to the clock and switched the alarm off, sitting up in his bed and letting out a loud yawn. He then slid out of bed and grabbed a pair of glasses from the nightstand next to his bed, placing them on his face as he walked over to where a light beige uniform hung on a hook on the wall.

 _My name is Nakazawa Takuya, 14 years old._

Nakazawa took the uniform off of the hook and threw it over to his bed, getting out of his sleeping clothes in order to change.

 _Today is my first day as a second year at Mitakihara Municipal Middle School. I'm sure most other kids are excited, it's spring, the cherry blossoms are in bloom, and they're about to start another chapter in their lives, me, I'm not so thrilled._

Nakazawa took a moment to look himself over in the mirror, the uniform was simple enough, just a beige jacket with black trim, paired with matching pants. He made sure everything seemed in order, and then sighed at how ridiculous he probably looked.

 _School has always been the same for me, every year I'm the smartest person in the class, as well as physically the weakest, and get tortured for it, always ending up as somebody's punching bag for the year._

The boy walked down stairs and had breakfast with his family, he didn't pay much mind to what any of them were saying, too busy dreading what was surely to come.

"I'm leaving!" Nakazawa called back to his family from the door as he put on his shoes. He heard them call back, wishing him a good day, and he began his trek to the bus stop.

 _However, little did I know, this year would be different, in ways I couldn't even possibly imagine. This wasn't just the first day of the new school term… it was the first day of the rest of my life._

* * *

Nakazawa weaved through the crowd of students that gathered around the large board that showed who would be in which class for the next year, friends eagerly checking for their names and jumping for joy when they saw they were in the same class. Nakazawa adjusted his glasses and searched for his name, eventually he found it under Class 2-A.

"Huh, it looks like we'll be in the same class again this year, Nakazawa." The boy heard, turning his head to find a familiar face looking up at the board with a smile.

"Yeah, looks like it, Kamijou." Nakazawa replied as the other boy turned to look at him. This boy, Kamijou Kyousuke, was Nakazawa's best, and pretty much only, friend. They had met in the third grade and pretty much bonded over being geniuses in their respective fields. They have been in the same class every year since then, lucky for him, Nakazawa didn't know what he'd do without him. The two students traversed the familiar hallways of the school, on their way to their assigned class.

"So Nakazawa, are you going to join any clubs this year?" Kyousuke inquired.

"Mmm, probably not," Nakazawa admitted. "The arts aren't really my thing, and joining a sports club would be suicidal." Nakazawa was notorious for lacking any athletic ability, he was the type of person who would use up most of his energy just doing the warm ups, so sports were out of the question.

"Are you sure, even if it's just a laid back club I think it would help develop your reputation beyond just a know-it-all prodigy who should really be in collage already." Kamijou replied, much to Nakazawa's despair.

"I don't think anyone's ever called me a "prodigy" before, they're more likely to call me a nerd, or stop at just know-it-all." He lamented, his head hung low. Kyousuke responded with just a comforting hand on the boy's shoulder and the conversation died there. Eventually they made it to class 2-A, most of the students seemed to have already arrived, many of whom Nakazawa recognized from last year.

"A lot of familiar faces in here… guess I can forget about a clean slate." Nakazawa said.

"Sorry man, but look at the bright side, most of your old bullies were either put in a different class or expelled." Kamijou pointed out, trying to lift his friend's spirit.

"Yeah, at least I can take wedgies and swirlies off the list of things to worry about for the next year." Nakazawa replied somewhat sarcastically, gaining a bit of a chuckle from Kyousuke.

"Come on, let's see where we're sitting." Kyousuke suggested, guiding them to the neat grid of desks, looking for their names.

"Hey, Kyousuke!" A voice called to them. They looked up from their searching to see a young girl with short blue hair rush up to them, an excited look on her face.

"Oh, good morning Sayaka, you're in this class too?" Kyousuke said, pleasantly surprised.

"Ha ha, yep, pretty lucky huh?" Sayaka replied with a playful smirk, however, it gained a hint of shyness, as she looked away, a slight, barely noticeable blush appearing on her face. "…It's felt like forever since we've been in the same class together."

"Yeah, I suppose two years is a pretty long time." Kamijou nonchalantly replied, making Nakazawa sigh in exasperation.

' _Two years is a lot longer to a girl in love, Kamijou._ ' He thought to himself as he watched Sayaka nervously fidget with her hands. He had only met Miki Sayaka a few times before, and it was always as a third or fourth wheel, but even _he_ could tell that Sayaka was seriously crushing on Kyousuke, to the point where he found it ridiculous that he hadn't noticed. ' _Please confess soon, Miki-san, I don't know how much of this stalemate I can take._ ' Just then, Sayaka's eyes fell on Nakazawa.

"Oh, hey Nakazawa-kun, when did you get here?" Sayaka asked.

' _I was here the whole time!_ ' Nakazawa exclaimed in his head. ' _Seriously Kamijou, how could you not have noticed by now, this girl_ literally _only has eyes for you apparently!_ '

"Oh, well I…" He began, but was interrupted.

"Sayaka-chan, look, look, we're all sitting together!" A young, petit girl with bright pink hair called out to her, waving her hands joyously.

"Oh, really, talk about lucky!" Sayaka replied, equally as enthusiastic. "Hey Kyousuke, where are you sitting?" She asked, a glint of hope in her eyes.

"We were right in the middle of looking for our seats actually." Kyousuke replied a-matter-of-factly.

"Oh, really, sorry for keeping you then." Sayaka sincerely apologized. "I'll let you get back to that… um, hey, if you're free later maybe we could all go get something to eat, or something." She nervously offered.

"I'd love too, but I have rehearsal today, sorry." Kyousuke regretfully declined. Sayaka was disappointed, though she tried not to let it show.

"O-oh, alright, I guess it can't be helped… maybe some other time." Sayaka said, her disappointment evident in her voice. With that she went to meet her friends, Kaname Madoka and Shizuki Hitomi. Nakazawa shot an irritated glare at Kyousuke.

"You're just married to that violin aren't you?" Nakazawa said, regaining his friend's attention.

"Not anymore than you are to your chemistry set." Kyousuke rebuked, completely missing the hidden meaning behind the jab.

"Touché." Nakazawa conceded. Eventually, Nakazawa found his assigned seat, third row from the door, very first seat, right up at the front. He sat down as the bell rang, looking around to see who his neighbors were, there was an empty seat directly to his right, and too his horror, he was surrounded by students that were in his class last year, all having sour looks on their faces once they realized where they were sitting. The teacher walked in through the door, holding a clipboard that presumably had her lesson plan for the day written on it. She stood in front of the class, clearing her throat.

"Alright class, settle down." She said. "Now, my name is Saotome Kazuko, and I will be your homeroom teacher this year." She introduced herself with a kind and welcoming smile. "Now, let's get around to introductions shall we." Saotome stated, calling on the first student in the first row. After a while, it was time for Nakazawa to introduce himself, this was always nerve racking for him, for one particular reason.

"U-uh, my name is Nakazawa Takuya, I-I look forward to working with all of you." He stated a standard introduction, about to sit back down when…

"Oh, so you're the famous Nakazawa-kun." Saotome said, sending a shiver down Nakazawa's spine.

"Uh, y-yeah, I guess." Nakazawa replied, rubbing the back of his head nervously.

"I've heard a lot about you from some of the other teachers, I look forward to having such a bright student in my class." Saotome praised, gaining an awkward chuckle from the young lad. The rest of the introductions continued normally and it was finally time to start class.

"Now class, before we get started, I have something very important to discuss with you, make sure you pay attention." Saotome-sensei announced. A few of the students mumbled their confirmation, sounding strangely irritated to Nakazawa. Suddenly the teacher stomped her foot on the ground and gained a serious look on her face. "When eating cream puffs, do you eat them off plates or eat them by hand? Okay, answer Nakazawa-kun!" She ordered, pointing almost incriminatingly at the boy.

"H-huh…?" Nakazawa stuttered, it took him a moment to process the strange nature of her question, he was wondering if she was even being serious at all, though the look on her face proved that she was. "Um, er… I think either way is fine, but washing the plate after is a bit of a bother, so you might not need it?" He answered, with great uncertainty.

"That is absolutely correct!" Saotome-sensei exclaimed, making Nakazawa jump a little. "It's fine if you don't bring out plates for them! And it goes without saying that you should never judge a woman's charm based on how she serves up cream puffs! Ok, you can sit now."

"Y-yes ma'am." Nakazawa complied.

"Guess this one didn't work out either." Sayaka whispered to Madoka.

"At least she got through introductions first this time." Madoka replied. The girls both had Saotome for their homeroom teacher the previous year, so they were familiar with her outbursts.

"Remember this well girls; never date a picky guy who can't eat cream puffs without a plate!" Saotome-sensei lectured. "As for the boys, remember not to grow up into an adult who finds something wrong about eating something without a plate!" Nakazawa was dumbfounded by this ridiculous situation.

' _Just what kind of homeroom teacher do I have?_ '

* * *

"Alright, let's see if we can get someone _else_ to solve this next problem." The math teacher said to the class. Nakazawa immediately came up with the answer, but considering he had just answered the last three problems, the teacher wanted to see if the rest of the class was following along as well. "Mmm, Kaname-san, you come give it a try."

"Eh, y-yes." Madoka nervously complied. She walked up to the board and stared at the problem for a moment, she was clearly struggling to figure out what it was even asking, but eventually she began writing. After a few lines of calculation she boxed her final answer, looking hopefully at the teacher.

"Mmm, I'm afraid that's incorrect." The teacher informed, shocking Madoka.

"I-I'm sorry." Madoka apologized in shame.

"It's quite alright, just make sure you pay more attention." The teacher advised before Madoka was excused to go back to her seat. "Now, can anyone else solve this problem?" He asked. The rest of the students all muttered amongst themselves, they either didn't know the answer, or were too scared to get it wrong in front of the class to even try. The teacher gave out a sigh. "Well, it is just the first day, Nakazawa-kun, can you answer it?" He called, glancing at him.

"Uh, y-yeah." Nakazawa said as he stood up and walked to the board. Instead of completely erasing Madoka's work, he merely corrected what she did wrong, dramatically changing the answer.

"Mm hm, that's correct, very good Nakazawa-kun, keep up the good work." The teacher praised, which Nakazawa couldn't help but smile at.

"Yes sir." He said before returning to his seat. The teacher then continued his lecture, but just as Nakazawa was going to take more notes…

"…Tsk, don't get so full of yourself just because you were born smart…" he heard his classmates whisper to each other.

"…Why is he even here, he's probably smarter than all of the teachers…"

"…I bet he just doesn't have anything better to do than to study all day, loser…"

"…Poor Kaname-san, having to be compared to that know-it-all…"

"…Seriously, just go to collage already and stop making the rest of us look bad…"

Nakazawa just stared at his notes in depression, he should've been used to the insults already, the dirty looks and accusations, but it still got to him from time to time, really, what was so wrong about being smart. Little did he know, up in a corner of the room, a lone spider crawled on its web, it's eight black eyes trained on the depressed looking boy.

* * *

And it finally came, the very bane of Nakazawa's existence, gym class. Ordinarily that alone would be enough to ruin Nakazawa's day, but you see Class 2-A happened to share the gym period with Class 2-B, the very class that some of his bullies from the year before were currently in. The larger, menacing looking boys glared at him from across the field as the two classes gathered in the grassy area enclosed by the track.

"Alright, why don't we start with a few laps around the track to get warmed up." The gym coach announced, sending all of the children on their way. Nakazawa started with a light trot, hoping it would help him conserve his energy so he could actually complete his laps.

"Hey there, four-eyes." Nakazawa heard from behind him, making his blood run cold. He turned around to see two of his old bullies approach him, menacing smirks on their faces.

"Eh, h-hey there guys, so you're in Class 2-B this year huh?" Nakazawa said with a nervous smile.

"That's right, too bad huh, looks like we'll only be able to see each other during gym." The second bully replied, the two boys running along side Nakazawa on either side.

"Y-yeah, too bad."

"Hey, you three, pick up the pace!" The coach called out to the three boys, much to Nakazawa's dismay.

"You heard him four-eyes, pick up the pace." One bully said as he shoved Nakazawa forward, forcing him to pick up speed. The bullies ran right behind him, speeding up ever so slightly by the minute, shoving Nakazawa every time he began to slow down, it was torcher.

"By the way four-eyes, can you believe we got homework on the first day of school." One of the bullies stated.

"Yeah, and it's in math class too, how uncool." The other added. "Say four-eyes, you mind doing us a solid and do our homework for us, you know, just like old times?"

"…Why don't you… try to do it… yourself for once…" Nakazawa panted, quickly getting winded.

"Ah come on four-eyes, I thought you _liked_ math." One of them said with a particularly hard shove.

"Yeah, and since you're _so_ much smarter than us, you should be able to do it much _faster_." The other added, with another shove. They continued to egg him on as they increased in speed, forcing Nakazawa to do so as well, his face drenched with sweat and his breath heavy and practically wheezing. Suddenly, he lost his footing, stumbling a bit as he tried to regain his balance, however, his bullies noticed this as well, and with one final shove Nakazawa fell hard on the ground, sliding forward on the hard surface of the track.

The bullies laughed hysterically at the boy's pain, some of the other students even started joining in, it wasn't abnormal for Nakazawa to trip over himself when exercising, so nobody suspected anything, not even the coach.

"Are you ok, Nakazawa-kun, what happened?" The coach asked as he ran up to him.

"Gah, I-I'm fine, I just…" Nakazawa began. He glanced back at his harassers, both cracking their knuckles as if giving him a warning. "I-I just tripped, that's all," He claimed as the coach helped him to his feet. However, he suddenly felt a surge of pain in his leg, and looked down to see that he had scrapped his knee, a trail of blood dripping from the wound.

"Ah, looks like you scrapped your knee a little there." The coach observed. "Kaname-san, you're the health officer for your class right, can you take Nakazawa-kun to the nurses office?" The coach called over to the side of the field where the girls were doing their own exercises.

"Ah, yes sir!" Madoka replied as she rushed over to the injured teen's side.

"…It's fine, really, I can get there on my own." Nakazawa insisted as he began to walk back to the building. However, not only was his leg hurting, but also he was exhausted from all the running his tormentors forced him to do. He wobbled a bit, about to loose his footing before being caught by the coach.

"Obviously you can't, Kaname-san, please make sure he makes it there safely." The coach instructed.

"Got it!" Madoka said. "Nakazawa-kun, are you sure you can walk?" She asked him with concern.

"Y-yeah, I said I was fine, just need to take it slow." Nakazawa replied, steadying himself before he attempted to walk again, Madoka following closely behind.

"…Wow, I heard he wasn't athletic, but getting winded after just one lap around the track…"

"…What do you expect from a bookworm like him..."

"…Seriously, how lame…"

"…Maybe god made him so smart to make up for his lack of athletic ability…"

Nakazawa's fists tightened as he heard the snickering of his classmates, he didn't know what was worse, being hated for his strengths or being laughed at for his weaknesses. He walked in silence to the door of the main building, truth be told he had almost forgotten that Madoka was even there.

"Um, Nakazawa-kun, are you ok?" She asked, breaking the silence.

"I said I was fine, just a little tired, that's all." Nakazawa replied, a hint of irritation in his voice.

"No, that's not what I meant." Madoka corrected, surprising Nakazawa. "Our classmates have been saying some pretty mean things about you, so I was wondering if you were ok." She explained.

"O-Oh, that…" Nakazawa began, now feeling somewhat guilty about snapping at her. "Yeah, it's fine, I'm actually kind of used to it by now." He insisted, thought Madoka still seemed concerned. "…Oh, by the way… uh, sorry about this morning, showing you up like that in math class." Nakazawa awkwardly apologized.

"Eh, oh it's ok, it was my own fault for not knowing the answer." Madoka responded with a smile.

"Maybe, but… I know it sucks being compared to me, some would even call it unfair, so… sorry." He elaborated.

"Don't worry about it, _I'm_ actually kind of used to _that_." Madoka insisted.

"Huh, what do you…" Nakazawa wondered out loud, did he ever have this girl in his class before; he didn't think so.

"I don't really have any talents, my grades are average at best, and I'm clumsy when it comes to sports, so I always feel like I'm not as good as others around me. But you're really smart Nakazawa-kun, you're always being praised by the teachers, and you always look like you're having fun when you're up there solving problems on the board. That's why I don't think it's ok for people to make fun of you for being smart, I think it's something you should take pride in… or something like that." Madoka clarified, with an embarrassed giggle at the end. Nakazawa blushed at the girl's praise, he wasn't really used to talking to girls in the first place, let alone receiving any praise from one.

"I-I see… well, thanks I guess." Nakazawa stammered with gratitude.

"Hi, hi, you're welcome." After a few more moments of silence they made it to the nurses office. "Alright, here we are."

"Yeah, thanks, I can take it from here, you can go back to class." Nakazawa said, sliding the door open.

"Ok, see you in class Nakazawa-kun." Madoka said before proceeding to walk back to the track. Nakazawa couldn't help but watch her walk away, thinking about the whole exchange.

' _Kaname-san, I think she's friends with Miki Sayaka, right?_ ' He wondered to himself, vaguely remembering the two girls chatting before class. ' _She was pretty nice… if only the other students could be more like her_.' With that thought he walked into the nurses office, immediately met with a sign that informed him that the nurse was on break.

"Just my luck." He said with a dejected sigh.

* * *

The final bell of the day rang through out the school, teachers and students alike looking up to see the time and some more… laid back students jumping a little in surprise as they were stirred from their daydreaming.

"Alright, that's it for today, make sure to read chapters 1 and 2 for tomorrow." The teacher instructed, the students all standing up and stretching from their desks. Nakazawa put away all of his materials in his bag and swung it over his right shoulder before standing from his desk and walking over to the entrance, waiting for his friend to join him. As he stood there, the spider on the wall crawled over to the edge of its web as if to get a better look at him. After a moment of contemplation, the spider descended on a single web line down onto Nakazawa's bag, climbing in without anyone being the wiser.

"Sorry for the wait." Kyousuke said as he approached Nakazawa.

"It's fine." Nakazawa dismissed, leading the way out of the classroom. "You said you had to go to rehearsal today, right?"

"Yeah, so I'll only be able to accompany you part of the way." Kyousuke said with an apologetic look on his face.

"I think I'll tag along actually, I have to go into town anyway to return a book to the library." Nakazawa replied.

The boys took the bus into town and walked the last few blocks to the Mitakihara Concert Hall. Nakazawa always marveled at the large and beautifully constructed building every time he saw it, he still couldn't believe that at such a young age Kyousuke would be playing concerts on the very same stage that other professionals played on, albeit it was just a junior program, but still.

"Well, I better get going, I don't want to be late." Kyousuke said before walking towards the stairs that led to the front entrance.

"Ok, see you tomorrow Kamijou." Nakazawa replied with a friendly wave. He walked through the courtyard in order to reach the sidewalk, but before he could even make it half way, the spider silently crawled out of his bag and up the strap of the bag, which Nakazawa was gripping for support. Without a moment's hesitation, the spider crawled onto Nakazawa's hand, opened its venom soaked fangs, and sunk them into Nakazawa's skin.

"GAH!" Nakazawa cried at the sudden pain, grabbing his right hand just as the spider leaped off. Nakazawa caught a glimpse of the arachnid in the air, landing perfectly on the ground and scurrying off. "A spider, it… bit me…" Nakazawa looked at the bite mark left behind by the spider, suddenly feeling light headed. He struggled to keep his eyes open, and before he knew it he completely lost his balance and fell to the ground with a loud thud. His vision was getting cloudy, and he could vaguely feel his body twitching and saliva falling from his mouth.

"…Hey, Nakazawa, what's wrong…!" Nakazawa could barely hear, along with the fuzzy sight of Kyousuke running up to him. "…Oh god, are you alright… NAKAZAWA!"

…

Nakazawa was floating, just floating peacefully in a dark, empty void of nothingness. There was nothing, only black nothingness surrounded him, he wasn't even sure if his eyes were open or shut. Suddenly, he felt himself press up against something, it gave a little but then wobbled back to its original form, it felt sticky and it covered the entire backside of his body. He looked over and saw that he was caught in what seemed to be a… web.

' _Awaken_ …' A voice called out to him, though it seemed to be coming from his own head. ' _Awaken… and fulfill your destiny…'_ He felt another presence approaching, looking up to see a silhouetted man stand over him, completely uninhibited by the web. _'My brother…_ ' The man said as he began to reach down to Nakazawa.

…

Nakazawa let out a loud gasp as his eyes snapped open, he breathed heavily for a moment as he examined his surroundings. He was staring up at the sky, meaning he was on his back, on a very uncomfortable surface as well.

"Nakazawa!" He heard Kyousuke call to him. He looked around and found his friend putting away his cell phone and rushing up to him. "You woke up, are you ok?" He asked frantically. Nakazawa finally came back to his senses enough to figure out where he was, Mitakihara Concert Hall, more specifically, lying down on a bench in the courtyard.

"Eh… Kamijou, what… what happened?" Nakazawa inquired as he struggled to sit up.

"That's what I'd like to know, you just collapsed and started freaking out. Twitching and foaming at the mouth; I was just about to call an ambulance!" Kyousuke informed him, still somewhat shaken up.

"…How long was I out?"

"A minute, maybe less, any idea what happened?"

"No, I don't think…" Nakazawa began, rubbing his head with his hand. As he lowered it, his eyes fell on the swollen spider bite, a look of realization appearing on his face. "Ah, that spider!"

"Spider?"

"Yeah, a spider bit me, and that's when I collapsed." Nakazawa explained, showing Kyousuke his bite mark.

"Mmm, but would a normal spider bite be able to do something like that?" Kyousuke wondered.

"Probably not… maybe it was an allergic reaction or something." Nakazawa suggested.

"You still want me to call that ambulance?" Kyousuke offered, taking out his phone.

"Nah, I think I'm fine now, though just to safe I'll stop by the hospital on my way home." Nakazawa assured, standing up and grabbing his bag from the ground.

"Are you sure you'll be ok to walk home?" Kyousuke persisted, Nakazawa was physically weak as it was, who knows what the spider bit did to him.

"I'm fine, I'm fine, you just hurry up and get to your rehearsal, they're probably a mess in there without you." Nakazawa said somewhat teasingly, he really did feel fine, as if the incident never happened.

"Well, alright, just don't over do it." Kyousuke replied, grabbing his own bag and violin from the ground.

"I won't, later." Nakazawa waved goodbye and walked towards the exit of the courtyard, Kyousuke was about to leave as well when at the very last minute he remembered something.

"Oh, hey wait," He called back to Nakazawa, regaining his attention. Kyousuke reached into his pocket as he walked back over to him. "Here, I think you're gonna need these." He pulled a familiar looking object out and handed it to him, Nakazawa took a moment to realize just what they were… they were his glasses. Nakazawa looked confused, raising his hand up to touch where they should've been on his face to confirm that they indeed weren't there.

"My glasses, you mean I wasn't wearing them?"

"They fell off when you collapsed, you didn't notice?" Kyousuke replied, puzzled by his friend's reaction. Nakazawa just stared at the object, unused to seeing them so clearly.

"I… had no idea." Nakazawa muttered in disbelief, realizing that, for once in his life, he could see perfectly without them.

* * *

 **A/N:** **And there you have it, the moment that changed random student c's life forever. You all are probably really confused by what you just read, basically Nakazawa's origin is a** **mish-mosh of the classic Spider-Man origin, and the origin seen in the Spider-Man Tokusatsu show, with some PMMM mythos thrown in that will all come to light in the second act. At one point, I considered using an OC for this fic, or even just dropping Peter Parker into the PMMM universe with a few tweaks, like I did with my other PMMM story, but I eventually decided to use Nakazawa-kun because, well nobody really uses him, his name was in the character list, but he only appeared as a relevant character in a single crack/drabble fic, and I figured this was a good chance to give him the spotlight. His status as an underdeveloped background character whose name was just happen to know allows me to mold him into whatever I need him to be, which in this case is pretty much a japanese Peter Parker, or as close to that as I can get. Also, the thought of Spider-Man being voiced by Yoshitsugu Matsuoka was just too good to pass up. As for his first name, I don't think he has a canon one, so I named him after the Spider-Man from the tokusatsu show I mentioned earlier. Now this story is pretty much going to be separated into three Acts; Act 1, as you've probably guessed, will tell Nakazawa's origin, how he became Spider-Man and his first encounter with a** **supervillain (I'm open to suggestions as to who that villain is by the way). Act 2 will take place during the actual series and will show just how dropping Spider-Man into the madness changes things. It'll also explain that first scene in this chapter and what exactly that spider that bit Nakazawa is. I can't really talk about Act 3, since doing so would give away the ending of Act 2, so you'll all just have to wait and see. Well, that's all I have to say for now, I hope you all enjoyed the story, next time we'll see Nakazawa discovering his powers and laying the ground work for his future as Spider-Man. Stay tuned for that, and remember to R &R please.**


	2. Act 1, Chapter 2

**A/N: Sup guys, bet you weren't expecting such an early update huh, but this story was just so enticing that I couldn't help but crank out another chapter. As promised, this chapter will show Nakazawa discovering his powers and display how exactly he will deal with them, I hope you all enjoy it.**

 **Disclaimer: I don't own Spider-Man or Puella Magi Madoka Magica**

* * *

 **ACT 1: Origins**

 **Chapter 2: Great Power Pt. 1**

 _"Oh, hey wait," He called back to Nakazawa, regaining his attention. Kyousuke reached into his pocket as he walked back over to him. "Here, I think you're gonna need these." He pulled a familiar looking object out and handed it to him, Nakazawa took a moment to realize just what they were… they were his glasses. Nakazawa looked confused, raising his hand up to touch where they should've been on his face to confirm that they indeed weren't there._

 _"My glasses, you mean I wasn't wearing them?"_

 _"They fell off when you collapsed, you didn't notice?" Kyousuke replied, puzzled by his friend's reaction. Nakazawa just stared at the object, unused to seeing them so clearly._

 _"I… had no idea." Nakazawa muttered in disbelief, realizing that, for once in his life, he could see perfectly without them._

* * *

Nakazawa walked down the streets of Mitakihara City, looking around at all of the familiar shops and buildings. He held up his glasses, comparing his view of his surroundings with and without them on, and surprisingly, he could see perfectly clear without them, and the glasses just inhibited his vision like they would a normal person.

"This is really weird," Nakazawa stated, staring down at his glasses. "I'm practically blind without my glasses, you'd think having an allergic reaction to a spider bite would worsen my eyesight, not… dramatically improve it." It was strange, as he looked around he could've sworn that his eyesight was even better than what it was when he had his glasses on. "Hmm, I really should go to the hospital then, if I just discovered that spider venom improves eyesight, the world needs to know about it… ha, ha, just kidding." He chuckled to himself. Still he was incredibly curious as to how he could suddenly see without his glasses, he looked down at the swollen spider bite.

"Did that spider bite… really cause this?" He wondered out loud, no matter how he looked at it, it was impossible for a spider bite to have this kind of effect, especially such a small bite from a common household spider. He examined the bite more closely and then began scratching it. "Eh, it's starting to itch." He complained. He was so preoccupied by this strange situation that he completely ignored that the light had turned green, and he walked right into the intersection. Suddenly, he felt a strange tingling in the back of his head that put him on high alert.

"Huh, what the…" He said curiously, having a strong feeling that something bad was going to happen. Just then, he heard the honk of a horn and turned to see a car hurdling straight towards him. His eyes widened in shock and without really thinking, he leaped out of the way as the car came to a screeching halt. The couple driving the car quickly exited the car to see what had happened.

"Oh my gosh I am so…" The male driver began, before realizing he was just talking to the air. "Hey, where did that kid go?"

"I don't know he was just here. Oh no, don't tell me we ran him over!" The woman cried, causing them both to frantically search for him. However, up high just beyond their sight, Nakazawa was in fact safe and sound… clinging to the bare, flat wall of the building. Nakazawa couldn't believe it, he had to be dreaming or hallucinating right. He carefully removed his right hand from the wall and reached up higher, followed by the next hand, then his feet, until he was slowly crawling up the wall.

' _N-no way, I'm… climbing a wall!_ ' He exclaimed in his head, in complete disbelief. He climbed up all the way to the top of the building, heaving himself up to the roof and panted on his hands and knees.

"This is… this is nuts!" Nakazawa said. "I just climbed up a wall, my hands and feet were supporting the weight of my entire body by themselves!" He examined his hand carefully, there didn't seem to be anything different about it, it just looked like a normal hand, there was no way it could've been able to stick to the wall like that. Just then, Nakazawa's eyes feel on his spider bite, realization hitting him like that car was about to. "Just like… a spider!"

* * *

In the end, Nakazawa just went straight home and went right to sleep, he used up a lot more energy than he was used to and was completely exhausted despite the early hour. As a result, the next morning he felt completely rested, a first for the second day of a new school term. He acted like nothing had happened with his family, even though his mind was filled with questions and worries about the day before. He stared at his spider bite, which had finally begun to fade away, as he walked up the hill to his school.

"Hey, Nakazawa!" Kyousuke called as he caught up to his distracted friend.

"O-oh, Kamijou, good morning." Nakazawa replied trying his best to act like nothing was wrong.

"You feeling better this morning, what did the doctor say?" Kyousuke inquired, making Nakazawa nervous.

"Huh, o-oh right, the doctor," Nakazawa stuttered. "Everything's fine, he said there was nothing to worry about, it was just a one time thing, ha, ha."

"Really, well that's a relief." Kyousuke replied with a smile. There was no way Nakazawa could tell him about how he climbed up a wall, he would think he's crazy, in fact he was starting to think so himself. "Hmm, hey, where are your glasses?" Kyousuke asked, noticing that he didn't have them on.

"Huh, er, that's…" Nakazawa struggled to come up with an excuse, truth be told he totally forgot he wasn't wearing them. "R-right, I thought that maybe I should start wearing contacts instead, you know, to help improve my image a bit."

"Really, but I thought you said contacts hurt your eyes." Kyousuke recalled, making Nakazawa stiffen.

"…M-my mom found a new brand that don't hurt my eyes, t-they're a little more expensive but I thought it would be better since I don't have to worry about losing them, ha, ha, ha…" Kyousuke eyed him suspiciously, Nakazawa feeling the nervous beads of sweat pelting down his face.

"Are you sure you're ok, you're acting a little weird."

"I'm fine, I'm fine, let's just get going already!" Nakazawa insisted before he continued his trek to the school. Kyousuke was still a bit suspicious, but he just shrugged it off for the moment and followed his friend to the front gate.

* * *

So far, the school day went off without a hitch, everyone just assumed Nakazawa got new contacts and whatever was happening with his body wasn't impeding his mind, so classes were as easy as ever. However, as usual, gym class came along to ruin his day. Like the day before, the class ran laps to warm up, and Nakazawa knew for a fact that he wasn't going to be cut any slack by his tormentors.

"Hey there "nerd formerly known as four-eyes". The first bully called to him as he and his compatriot jogged up to him.

"Don't think just because you ditched the glasses that it'll make us forget you're our personal brainiac." The other bully added. "Be sure to stick around after class this time, thanks to you we had to do our homework ourselves, so if we get held back, we're taking it out of your head." He threatened, making Nakazawa shiver.

"I… I'm sorry, it won't happen again." He said in defeat, knowing from past experience that talking back would just get him beat up.

"Good, now, better pick up the pace, don't want the coach to get angry now do we?" The bully reared his hands back, about to shove Nakazawa as he did the day before. This time, however, Nakazawa felt the same tingling sensation in the back of his head, and without even really thinking about it he picked up speed, avoiding the shove all together. The bullies stared in shock as Nakazawa ran incredibly fast, passing other students with similar dumbfounded looks on their faces.

"Hey, where do you think you're going?"

"Get back here nerd!" The bullies ordered as they picked up speed themselves, however, try as they might they couldn't catch up to Nakazawa.

' _What the hell, how… how am I doing this?_ ' He asked himself, taking note of whom he was passing. ' _I'm lapping track team members, and I'm not even putting in my full effort. Could… could this possibly be…_ ' His thoughts were interrupted by the same tingling sensation in his head, turning his attention to the track. One of the bullies, instead of trying to catch up to him, cut through the track and was waiting for him, a leg extended in order to trip him.

"Don't think you can show us up that…" The bully began, but was interrupted by Nakazawa leaping right over his head. "…easily." He finished as Nakazawa landed perfectly behind him. "Grrr, don't take me lightly four-eyes!" He cried, turning around and rearing his fist back. Nakazawa was alerted to the assault by the tingling again and brought up his arm to block, however he did it so fast and with so much power behind it, it turned into a punch and connected with the bullies chest, sending him flying back and knocking him into his cohort. They slid across the ground and ended up in a tangled mess just at the edge of the track, too battered and shocked to stand.

It took a moment for Nakazawa to realize what he had just done, and another moment more to realize that all of his classmates were staring at him. He awkwardly turned his head to meet their gaze, his face covered with nervous sweat and his mouth ajar as he tried to come up with an explanation.

"Ah, a-a-ah, ah, ahh…" He couldn't think of one. "Coach, I don't feel well, I'm going to the nurses office, e-EXCUSE ME!" He blurted out frantically before dashing towards the main building, everyone else left dumbfounded.

Nakazawa made it to the nurses office in no time flat and quickly squeezed in and shut the door behind him, his back up against it as if to shut all of those staring faces out. He slid down on the door until he was sitting on the floor, letting out a sigh before rubbing his head in irritation.

"Just what the hell is going on with me!?" He cried, leaning back on the sliding door. He looked back at his spider bite; it was even smaller than it was this morning. "Climbing walls, enhanced strength, speed, and jumping ability, what's next, am I going to start shooting webs out of my butt?" He said sarcastically, though at this point it seemed like a real possibility. He looked passed his hand to his bandaged knee, it looked pretty dirty, a few stains of blood soaking through.

"Well, as long as I'm here I guess I might as well change my bandages." He said as he walked over to the cupboard with all of the medical supplies. He sat on the bed and undid the bandage on his knee, pulling it away to reveal a perfectly healthy joint, not so much as a scar or a bruise to be seen. He stared blankly at it for a moment and then rushed over to the window, opening it up and sticking his head out.

"WHAT THE HELL IS GOING ON!" He screamed, the sound of his voice echoing throughout the school grounds.

* * *

Nakazawa dragged his feet over to the front door of his house and unlocked it with his key, when the nurse returned to the office Nakazawa faked being sick in order to go home early. He really didn't want to deal with the aftermath of the fiasco at the gym, it was enough being known as the know-it-all dweeb; he really didn't need to have freak added to that description.

"I'm home." He said out of habit, though there was no one there to acknowledge him, both of his parents worked and his sister was probably still at school. He took off his shoes and walked up to his room, immediately sitting himself down at his computer. He activated the laser-projected keyboard and typed into the search bar "Spider Bite Symptoms", clicking on the first link he found. He stayed like that for a while, scrolling through the links, looking at pictures of spiders for the one that bit him, trying to find anything that even remotely explained his condition. Eventually, he gave up and laid his head down on his desk in defeat.

"Geez, why is this happening to me, I was only two years away from getting into a prestigious high school where my intellect could be appreciated, but now I have to deal with _this_ for the rest of my life… wait, _will_ this last for the rest of my life? Gah, I don't even know what _this_ is!" He screamed agitatedly, slamming his head on the desk. "…Man, how am I going to face everyone at school tomorrow." He wondered. Suddenly, Nakazawa heard the sound of his phone ringing; he reached into his pocket and answered it, not even bothering to look at the caller id. "Hello?"

"Ok, who are you and what have you done with Nakazawa?" A voice he recognized as Kyousuke's said through the device.

"Kamijou, w-what are you talking about?" Nakazawa said nervously, glad that his friend couldn't see his face.

"You know exactly what I'm talking about, what happened in gym class with Outa and Tsunemura!" Kyousuke clarified. "That was just crazy, everyone's talking about it."

"Th-they are," Nakazawa replied, lowering his head in misery. "Ah man, now everyone thinks I'm a freak, huh?"

"Freak, what are you talking about, they're calling you amazing!" Kyousuke stated, much to Nakazawa's surprise. "Those guys were jerks, everybody knew it, and you were the first one to really give them a taste of their own medicine. Sure everyone's more than a little surprised that it was _you_ who did it, and I'm not gonna lie some people think you're on steroids,"

' _STEROIDS, that's even worse than spider freak!_ '

"But the point is, people are thinking they might've been wrong about you man!" Kyousuke exclaimed enthusiastically. "So tell me, how did you do it, it wasn't actually steroids, right?"

"OF COURSE NOT!" Nakazawa denied; there was no way he'd actually jeopardize his future by getting into something like that.

"Ok, I believe you, then what was it?" Kyousuke interrogated, intrigue evident in his voice.

"Eh, that is… just adrenaline I guess, flight or fight and all that stuff…" Nakazawa lied, for what felt like the hundredth time that day.

"Hmm… well, whatever it is, you should keep it up, you might be able to save your reputation yet." Kyousuke said playfully. "Well, see you tomorrow then, make sure you have a better excuse prepared before then, bye." With that Kyousuke hung up, leaving Nakazawa dreading to go to school tomorrow. However, he did take solace in the fact nobody was calling him a freak, but what they were actually calling him was… troubling.

"Amazing, that's not the first word I'd use to describe what's going on." He mused. "Abnormal, strange, bizarre even, but amazing?" He looked back down at his spider bite; it was smaller than ever, barely even noticeable anymore. "Hmm, I wonder, maybe these "powers" could only be temporary, and they'll disappear once the bite is fully healed." He suggested. He stood up from his chair and walked over to the back wall of his room, taking a quick look at his hand before placing it on the wall. He then placed the other, then both his feet, climbing the wall like he did yesterday. He wall crawled like this all over his room, trying to see if it was getting any weaker from prolonged use. Eventually, he ended up hanging upside down from the ceiling, his hands and feet firmly sticking to the surface.

"Nope, just as adhesive as ever." He said with disappointment. He let go of the wall and landed safely on the ground. "Huh, come to think of it, why do my hands only stick to walls and not other things, can I like control when they stick to things?" He pondered as he examined his hand. He stood back up and grabbed the pillow from his bed, hanging it from just his finger and then willing it to detach, which it did. "Huh, so I _can_ control it, interesting." He said. Just then, he realized something, something that just might make this whole experience a little bit more bearable.

"Hey, wait a minute, that's what these powers are, they're interesting." He declared. "Strange, surely, bizarre, you bet, amazing, if Kamijou says so, but at the end of the day these powers are just fascinating. I'm not exactly thrilled to pretty much be half spider now, but what kind of nerd would I be if I just ignored them." Nakazawa quickly grabbed his computer, as well as a few other supplies, and rushed out of his room.

"I'm not just gonna lock myself in my room and wonder what the hell is happening to me, I'm a scientist damn it, I don't ask questions, I get out there and look for the answers! Understanding something is the first step to conquering it, so if I'm going to figure this out, how I got these powers, how I'm going to live with them, and who knows, even how to get rid of them, I've got a lot of work to do." Nakazawa exited his house and brought his bike around, strapping his supplies to the back and riding it downtown.

He pulled up to an old abandoned warehouse, it had been condemned for so long that nobody even remembers what it was even used for, and the city just kind of forgot about it, hell they even used the area around it as a scrapyard. This was going to be his lab. He broke the rusted lock on the gate with his bare hands and entered the old building, finding an appropriate place to set up his equipment.

"Alright, from what I could tell so far, I have four primary abilities; wall crawling, super strength, enhanced jumping ability, which I guess is just an extension of the strength, and finally that… tingling in my head, whatever that is." He said as he listed his abilities in his computer. "Hmm, I guess strength would be the easiest to test out, let's see…" He looked around the warehouse for something to lift, and his eyes fell on a multitude of metal barrels. "Ah, these'll do." He said as he walked over to examine his improvised weights. "Hmm, standard 200 liter steel oil drum, at these dimensions that's about… 40 pounds, or 18-20 kilograms." He calculated in his head before heading back to his computer and writing out the parameters of his experiment. "Ok first trial, 20 kilogram weight." He typed. He then returned to the group of oil drums and bended down, grabbing one from its base. "Alright, here we go." He said before taking a deep breath. He began to heft the drum up, only to realize that it took very little effort, like he was carrying a light grocery bag at best.

"Whoa, this… this isn't heavy at all, in fact it feels pretty light." Nakazawa said with surprise. He shifted the weigh of the drum to only his right hand, finding it just as easy to keep in the air. Then he began taking away fingers until it was balancing only on his index finger. He tossed it into the air and caught it was other hand, picking up another drum and throwing it in the air before grabbing a third drum. To his utter shock he began juggling the three heavy objects, and what was the most astonishing thing was that Nakazawa had never juggled before in his life.

"Wow, I-I can't believe I'm actually doing this, it's not just my strength, my reflexes, balance, and over all coordination have all dramatically improved!" He then grabbed one of the drums by the base and almost effortlessly stacked the other two on top of it in mid fall. "…Ok, maybe this is a little amazing." He admitted before setting the barrels down. "And this is just the tip of iceberg. Alright, let's get to work." He said with determination. For the next week or so he spent all of his free time working on these experiments, he would go to school, finish his homework on the bus downtown, and then spend the rest of his time testing his abilities. He told his parents that he joined the photography club to explain his absence.

…

"Adhesive Abilities Test 1, weight used, 40 pounds." He said into an earpiece, which then ordered the computer to type out what he said. He placed the tips of his fingers on the base of the drum and activated his "stick 'em powers", he then leaped up and clung to the wall with his other hand, taking the drum with him. He shook his hand a little, trying to see how well his power held onto the drum, it didn't budge at all. He then started removing fingers until it was hanging only on his index finger. Once he was sure that the object wasn't going to fall off easily, he deactivated his powers and let it fall to the floor with a clank. "Result, kept on with minimum effort."

…

Nakazawa backed up from a line of tape on the ground until he was practically backed up against the wall and after a moment of mental preparation he dashed forward. Once he made it to the line, he leaped as hard as he could, flying across the large warehouse until he landed safely on the other side. He placed another piece of tape on the ground, not too far away from four other lines, and measured the distance between the latest one and the starting line.

"Fifth bound, about 53 feet, average bound… 50 feet."

…

Nakazawa managed to find a tennis ball machine and hooked it up to one of the working outlets in the warehouse. He set it to its lowest setting and too the remote meant to activate it.

"Test of enhanced reflexes and… "Spider-Sense", trial one at lowest setting." He said before switching on the machine, causing it to spring to life. It adjusted itself to shoot directly at Nakazawa and in the moment before it shot out the first ball, his Spider-Sense activated, telling him exactly where the ball would be heading. Once it shot out, Nakazawa quickly ducked under it, the ball just bouncing on the ground behind him. He smirked in satisfaction and then returned his attention to the still active tennis ball machine, continuing to easily evade all of the balls that were shot at him. He steadily increased the intensity of the machine and no matter how high he went he could dodge and even catch balls in mid air.

"Result, safely unharmed."

…

Nakazawa went out to the scrapyard and found himself an old and discarded car, sitting out in the open where he could safely lift it without damaging anything.

"Strength Test 5, 4000 pounds, or 1800 kg, or 2 ton weight used." He said into his earpiece. He grabbed the car from the bottom and lifted it up over his head, easily able to hold it up with one hand. "Result, able to lift with minimum effort."

…

Nakazawa hung from the side of the warehouse with the car he used for the previous test hanging from his index finger. He then tossed it into the air and caught it with his pinky without any problems.

"Result, kept on with minimum effort."

…

Nakazawa tied a new pair of parkour shoes to his feet; he was currently standing on top of a building, wearing a red tracksuit. Looking over the edge to see the alleyway beneath.

"First test of practical application of powers, method used: Parkour." He said before backing away from the edge and kneeling down preparing for a running start. After a moment of mental preparation, he dashed forward and jumped into the air just before reaching the edge of the building. He marveled at how high he was for a moment before landing safely on the other building and continuing to run; he leaped over a small ledge onto a lower part of the building and slid under a pipe he sensed was there, his momentum never stopping. He had to admit, he was having a little fun, he never thought he would be able to do something as physically demanding as parkour, and it was pretty enjoyable to say the least. However, he eventually made it to a building that was a great distance away from the next, he could tell he wouldn't be able to make the jump based on the data he collected during testing.

"Hmm, guess leaping can only get me so far." Nakazawa mused, placing a hand on his chin as he thought. He let his eyes wander and they fell on a spider web spun under a water tower, noticing how the strands of silk easily allowed the arachnid to traverse between the two legs of the tower. He looked down at his hands and pointed it towards the next building, imagining a web shooting out of it.

"Well, a spider's gotta have a web." He said with a smirk.

…

Back at the lab, Nakazawa began mixing chemicals together with his chemistry set, following a formula that he wrote on a chalkboard behind him. Once it was completed, he stuck his finger in the test tube of the white liquid and found that it had turned into a silk like substance, much to his satisfaction. He then collected some scrap metal and other materials from the scrap yard and began cutting and welding according to a blueprint he had drawn up.

…

Nakazawa was back outside, stacking four cars on top of each other for another test. "Strength Test 9, 8 ton weight used." He said before grabbing the stack and lifting it up. This time around he actually had to heave quite a bit, as well as steadily stabilize the wobbling tower of cars once they were in the air. His arms wobbled a bit as he tried to keep the cars above his head. "Result… able to lift with… great effort, benchmark: 8 tons"

…

Nakazawa struggled as he held up four tons of car with each index finger; he had to really concentrate in order to keep the adhesiveness of his fingers from giving out and dropping the welded together cars.

"Result… kept on… with great effort." He mumbled before giving out, dropping the cars with a relieved sigh.

…

Nakazawa had poured his special "web fluid" into metal cartridges, under a pressure of 300 psi, and placed them into another, bracelet like device that was currently being held in place by a stand.

"Alright, "web-shooter" test 1." Nakazawa said as he guarded his face with a welder's mask and reached over to a metal trigger at the end of the device. He quickly pressed it down and a single, tightly knitted web strand shot out of it and hit the wall, sticking to it perfectly. "Whoa, it worked… ha, ha, it actually worked!" Nakazawa said with glee as he stared proudly at the web strand.

…

Nakazawa jumped back to the roof where he left off in the last run, now wearing his newly designed web-shooters. He looked over the edge to find that below was an intersection, meaning falling could be disastrous. He did a loud, cliché gulp and placed a pair of goggles over his eyes to shield them from the wind should he actually succeed in this crazy stunt.

"Alright, second test of practical application of powers, method used… "web slinging"." He said into his earpiece. He backed away from the edge and held out his right hand, firing a web line to a crane just slightly above the target roof. He grabbed the line with both hands and stood at the edge of the roof, taking one last deep breath to steady himself. "Alright, here goes nothing." He said before finally jumping off the roof. He screamed frantically as he swung on the web line over to the next roof. However, he miscalculated the length of the line and he was about to hit the side of the building. "Uh oh, no, no, no, noNONONO!" He cried hysterically, but at the very last second he fired a second strand onto another building, letting go of the first and swinging down the road. He let out a sigh of relief.

"Ok, ok, ok, I got this, I think I've got this." He said as he reached the maximum height the web could take him. He shot another strand at the next building and swung on that. He continued to alternate between shooting lines with his right and left hand, quickly getting used to the feeling. "Wow, this test is turning out better that I thought, my strength, my reflexes, my heightened sense of awareness of my surroundings, it's all being put to work!" He said excitedly as he began to cut loose a little with the web slinging. Before he knew it he was doing flips in the air, running across the sides of buildings, slingshotting himself higher into the air with his web lines, and even letting out an excited "yeah" and "woo hoo" along the way. Eventually, he stuck himself on the side of a water tower on a tall building, looking over the gorgeous city.

"Final Result… amazing."

* * *

Back at the lab, Nakazawa was compiling all of the data he collected into his computer, sorting it all into different files and such.

"Alright, after a week of tireless study and countless experiments, I have…" He paused, looking over all of the data one last time. "…a bunch of useless data." He sighed and sat back in his chair. "Great, I know what I can do now, but I still don't know how I do it or what even really caused it, in essence I'm no closer to figuring this out than when I started." He lamented; looking back at all that's happened this past week. "Ah, who am I kidding, I knew from the start that this wasn't going to solve anything, I just fell back on what I was used to, studying." He admitted to himself, glancing over at his inventions. "Why did I even make these, it's not like I'm going to be doing _that_ on a regular basis." He stated, picking up one of his web shooters and examining it. "Hmm, I guess I got too excited, and now I'm flat broke from all the equipment I had to buy to make these things." He let out a depressed sigh. He then looked at the clock on his computer.

"Oh shoot, is it really this late already?" Nakazawa said with surprise. "I better get home before my parents start to worry." He said as he hastily cleaned up his station. As he left the warehouse he didn't notice the spider intently staring at him from its web on the ceiling.

* * *

Nakazawa let out a loud yawn as he and Kyousuke walked up the hill to school, his friend taking immediate notice.

"You ok Nakazawa, you look tired." Kyousuke asked.

"Yeah, I'm fine, just stayed up too late studying is all." Nakazawa replied. That was technically true, lately he'd been so preoccupied with studying his powers that he'd have to spend nearly the whole night studying the coarse material to make sure he kept up in class, it wasn't too difficult of a task, but it certainly was time consuming.

"Wait, seriously, since when did the genius Nakazawa Takuya need to pull in all nighter for anything less then a regional science fair?" Kyousuke teased with a smirk.

"Oh shut up, like you've never lost track of time playing your precious violin!" Nakazawa shot back, gaining a chuckle from Kyousuke.

"Fair enough." He admitted. "Speaking of which, I finally got some time off from practice today."

"You must be dying inside." Nakazawa quipped.

"Oh whatever smart ass," Kyousuke replied. "Anyway Sayaka invited me to this new cake shop that opened up last week, you wanna come, I heard it's pretty good."

' _YOU IDIOT, why would you invite somebody else to what's obviously supposed to be a date!_ ' Nakazawa screamed in his head, just when he thought that Kyousuke couldn't be any more oblivious to his childhood friend's feelings he goes and kicks it up a notch.

"I-I don't know I wouldn't want to impose on Miki-san or anything, plus I have no money." Nakazawa stated.

"If it's just a cake set I can spot you, plus I'm pretty sure Kaname-san and Shizuki-san are coming too, and I don't think I'd feel really comfortable hanging with a group of only girls." Kyousuke admitted, a hint of nervousness in his voice.

' _How much you wanna bet your assumption is dead wrong?_ ' Nakazawa sighed to himself.

"Thanks, but no thanks, if you're not comfortable around girls what makes you think I would be." Nakazawa rebuked. "Plus cake shops are usually pretty expensive, like I said, I don't want to impose."

"Ok, another time then." Kyousuke said, deciding the drop the matter.

' _Be grateful Miki-san, it's not everyday you get offered a free cake set._ '

* * *

Nakazawa stared at his empty wallet as he walked down the streets of Mitakihara. "In hindsight, I really did go overboard with those web-shooters, what was I thinking?" He said with a sigh as he put his wallet back in his pocket. "My mom's going to get really angry when she finds out about this, how the hell am I supposed to explain how I spent so much money in a week." He said with dread.

"Also, I spent all that time figuring out how my powers work, but now that I think about it what could I possibly even use them for?" He said quizzically. "Joining a sports club at school… is out of the question, it would look really suspicious and it wouldn't at all be fair to the other members." He deduced. Suddenly, a piece of newspaper flew out of the alleyway and into his face, surprising him.

"Gah, what the…" He said as he took the thin piece of paper off of his face. "Weird, why didn't my Spider Sense warn me about this paper… I guess it only activates for real threats." He suggested. He took a look at the page and something caught his eye. "Huh, what's this, 'Amateur wrestling competition this weekend, open to all comers, first place gets a chance to step into the ring with… H-Hayama "The Crusher" Junichi!" Nakazawa cried in shock. "The Crusher is coming here, boy that name brings back memories, I remember watching him fight "Bone Saw" in the last round of the heavy weight championship match when I was a little." He said with a nostalgic smile, he and his father used to watch wrestling together when he was young, Nakazawa found it enjoyable, but his father was the real fanatic.

"My dad would flip if he knew he was going to be in Mitakihara." He said with a chuckle before continuing to read the ad. "If the contender is able to last three minutes with this legendary wrestler they will win… th-THIRY THOUSAND YEN!" He exclaimed, completely shocked by the amount. "No way, they're offering all that money for an amateur competition? Well, I guess The Crusher is a tough opponent, if an amateur can spend three minutes in the ring with him then I guess they would deserve such a large reward." He reasoned.

Just then, something clicked in his mind, a laboratory experiment could only tell him so much, if he wanted to know the full extent of his powers, he would need to test them out in the field. If he entered the tournament, not only could he complete his analysis of his powers, which he had to admit he was greatly enjoying, but he could earn enough money not only to break even for the cost of his Web Shooters, but have a lot more left over to save for whatever he wanted. And as a bonus, his mother wouldn't find out about his spending and he can live to see puberty. He looked back at his right hand, seeing that the spider bite had now completely healed; however he just smirked with a determined look on his face.

"Alright, looks like I just found my final test… a Field Test."

* * *

 **A/N: Alright, that's chapter 2 for you all, what did you guys think? At first I was thinking of having Nakazawa be excited about his powers right off the bat, but I decided to make him a little bit more apprehensive about it to, I don't know, differentiate him from Peter Parker, because I believe that he was more enthusiastic about his powers when he first got them, I could be wrong though. Also, if you guys couldn't see it, the strange segmentation of Nakazawa's tests were meant to make it seem like a montage, doesn't really work for a written work does it? The whole point of that sequence was to highlight Nakazawa's studious nature, after all as a young intelligent japanese youth, I figured when faced with such situations he would fall back on what he knows best, study and research, if anything just to cope with it. So yeah, next chapter will be Nakazawa testing out his powers in real time combat and then officially becoming Spider-Man, I'm sure you can all guess where this is going, but I hope that I can surprise you, even if just a little bit. Also, I would like to inform you all that I have officially decided on the villains that Spider-Man will face in Act 1, but they won't exactly be what you'd expect, so stay tuned. Well, that's it for now, see you guys next time and make sure to R &R please.**


	3. Act 1, Chapter 3

**A/N: Hey there guys, and welcome to the next chapter of The Spider Effect! First off I'd like to thank everyone for their reviews last chapter, your praise was appreciated and your criticism was noted, a few people have mentioned how they would'v liked to see Nakazawa interact with his family, well ask and ye shall receive because half of this chapter is dedicated to introducing the Nakazawa family to you all! So yeah, I hope this chapter satisfies you guys and rectifies anything you didn't like about last chapter, so without further a do, let's get reading.**

 **Disclaimer: I don't own Spider-Man or Puella Magi Madoka Magica**

* * *

 **ACT 1: Origins**

 **Chapter 3: Great Power Pt. 2**

"I'm home!" Nakazawa announced as he rushed through the front entrance and threw off his shoes. He raced up the stairs and entered his room, sliding into his desk and turning on his computer. Searched for info on the amateur tournament and found an official page on "The Crusher" fan club website.

"Alright, let's see… all applicants welcome… participants may remain anonymous… register here, alright, let's do this." He said as he began typing in his information to secure his spot in the competition. He had everything set up accept for his name. "Hmm, I don't really want people knowing my real name, especially if I end up having to go all out, I guess I'll just use an alias." He decided, clicking the box and began typing. "The… Human Spider… no, no, that's lame." He said as he backspaced. "Uh, Kid Arachnid, no, I might as well be telling everyone I'm in middle school… then how about…" He typed in one last suggestion, taking a moment to see how it looked. "Spiderman… Mmm, Spider "-" Man… Spider-Man, yeah, that sounds good, simple and too the point." He said with satisfaction, hitting the confirmation button, officially entering the competition.

"Alright, I'm in, now what to do for a costume?" He wondered as he walked over to his closet. "Hmm, I don't really have any money, so I guess I'll just have to make one." He said as he opened the double door and picked out the red tracksuit he used during his testing. "This should work, I could just paint a spider on the front and use it like that." He suggested, taking the outfit and standing behind it in the mirror, seeing how it looked. "Mmm, maybe a solid red suit is a little too… lacking." He said, throwing the tracksuit on his bed and going back to his closet. "Alright, what contrasts well with red…"? He wondered, sifting through the items in his closet. He was about to give up when he stumbled upon a pair of blue jogging pants. "Blue, red and blue juxtapose each other pretty well." Nakazawa brought the pair of pants over to the mirror, along with the top of the tracksuit, admiring the ensemble. "Good, now I just need a mask and I'll be…"

"Takuya, you in here?!" Nakazawa heard as his door swung open. The boy jumped and quickly hid the items of clothing behind his back, turning to his door to find none other than his sister looking at him with a smile. "Ah, I thought I heard you come in."

"N-Nee-san, I told you to knock before coming into my room!" Nakazawa scolded with an irritated look on his face. Nakazawa Misaki was Nakazawa's nosey older sister, she was slightly taller than him with long brown hair and eyes; she was also his polar opposite in pretty much every regard. Where Nakazawa was calm and reserved, Misaki was loud and outgoing, bordering on obnoxious in Nakazawa's opinion. This difference was reflected in their personal lives as well, Misaki was very well liked at her school with many friends as well as a group of close ones, not exactly an idol, but nobody could really say they disliked her. Above all, the girl was nosey to a fault, never respecting Nakazawa's privacy, as recently illustrated.

"Oh, sorry, sorry, I forgot." She waved it off like it was nothing. "So what brings you home so early, the "photography club" not meeting today?" Misaki asked adding air quotes to emphasize her dubiousness.

"I-I just decided not to go today, I have a lot of homework I need to do." Nakazawa claimed, much to Misaki's suspicion.

"Hmm, is that so… well, speaking of homework, I'm completely stumped on my calculus, think you can lend me a hand little brother, pretty please." She pleaded, clapping her hands together and bowing her head.

"Geez, aren't you a second year in High School, don't you feel at all embarrassed about asking your little brother for help on your homework?" Nakazawa inquired, still somewhat irritated.

"I guess I would, if you weren't a genius and all." Misaki admitted nonchalantly. "I mean, you do college level calculus for fun right, high school calculus should be no problem."

"The hell kind of opinion do you have of me?" Nakazawa said incredulously, unsure where his sister got that idea.

"Anyway, just help me out, _please_ , I really need to post on my blog today or I'm gonna lose all my followers!" She begged. Nakazawa let out a defeated sigh.

"I guess it can't be helped." Nakazawa said as he dropped the clothes he was holding to the ground and kicking them under his desk to keep them hidden.

"Thanks Takuya, I owe you one." Misaki replied happily.

"You owe me 462, and counting." Nakazawa quipped in a deadpan tone. He followed Misaki back to her room where she had her poorly written notes and barely opened textbook all haphazardly scattered around her workspace. "I swore I would never go back into "Ground Zero" again."

"Ok, so I answered question 1, got started on question 2, but then completely drew a blank, what the hell am I supposed to do here?" Misaki asked, pointing at the half finished problem.

"Let's see, let's see… Oh, here's your problem, you forgot to do the quotient rule here." He stated, pointing at the error.

"Quotient what now?" Misaki said quizzically.

"Here, just do this… and then when you differentiate… you get this." Nakazawa said as he corrected her mistakes, completely changing the answer. "Just plug this in for X and you can get your final answer."

"Oh, I see, it looks so simple when you do it." Misaki stated, looking at the problem with intrigue.

"It's only the second problem, if you're having problems this early than you're in some serious trouble." Nakazawa stated.

"Eh, it's fine, I have you after all." Misaki smirked, much to Nakazawa's annoyance.

"Lucky you," He said, dripping with sarcasm. "Ok, let's get to the next one." Nakazawa began reading the next problem on the worksheet.

"Hey, by the way Takuya," Misaki began, gaining the boy's attention. "Where have you _really_ been going after school this past week?" She inquired, a knowing look on her face.

"Huh, w-what are you talking about, I go to the Photography Club meetings." Nakazawa insisted.

"You can drop the act Takuya, what kind of aspiring investigative reporter would I be if I couldn't even tell when my little brother was lying?" Misaki said, not convinced by Nakazawa's lie at all. "There's no way you're actually at a club all day, and I think I finally know what you're really doing." Nakazawa was getting incredibly nervous, Misaki was good at putting facts together, but could she really have figured out the truth? "You've been…"

' _Don't say testing your superpowers, don't say testing your superpowers, don't say testing your superpowers._ ' He chanted in his head.

"…going out with a girl haven't you!" Misaki declared, causing Nakazawa both relief and embarrassment.

"HUH, what the hell are you talking about!?"

"Oh come on Takuya, it's totally obvious." Misaki stated with no small degree of certainty. "You stay out way later than any club would keep you out, you always come home looking like you've just been having the time of your life, and I totally just walked in on you picking out an outfit for a date." She explained her reasoning, Nakazawa had to admit, it was a valid conclusion, considering how outrageous the truth was. "So, what's her name, is she cute?"

"Y-you're seriously wrong about this one!" Nakazawa shot back, a blush on his face. "There's no way I could get a girlfriend, hell, I haven't even had a proper conversation with a girl since I was in like kindergarten!"

"Really, not a single one?" Misaki prodded further. Nakazawa was about to deny it, when he suddenly remembered the first day of the new term.

"Well, there was Kaname-san…" Nakazawa absent mindedly admitted.

"Hmm, so her name is Kaname-chan huh?" Misaki said ( **A/N: For those who don't know, Madoka's last name "Kaname" can also be a first name** ).

"No, Kaname is actually her surna…" Nakazawa began to correct, but stopped when he saw the smug look on his sister's face. "I'M TELLING YOU, YOU'RE WRONG! We only had one conversation, and I haven't spoken to her since then, I'm not dating anyone, I swear!" Nakazawa retorted. Misaki stared intently at Nakazawa's face, trying to find anything that would tip her off that he was lying, but there was nothing.

"…Alright, I believe you." She conceded, much to Nakazawa's relief. "It's too bad, I was really looking forward to giving you some relationship advice, oh well." She lamented. "Sooooo, what do you actually do after school?"

"I'm leaving." Nakazawa said in deadpan.

"Wait, my calculus!" Misaki pleaded. The conversation died there, but Nakazawa realized just how smart it was not to do his experiments anywhere near his sister, if she found out about what he could do she was blab about it in her blog. He needed to be extra careful with her.

* * *

" **Itadakimasu!** " The family of four said before they started eating their dinner. Later that day Nakazawa's parents returned home from work and, as per usual, they had dinner together as a family.

"Oh, this mackerel is really good Okaa-san!" Misaki cooed as she relished the flavor of the fish.

"That's because I got it fresh from the market today." Her mother, Nakazawa Mei replied happily.

"Is that why you guys were late?" Nakazawa inquired as he took a bite of his rice.

"Yes, we also got caught in traffic on the way back, it was a lot of trouble, but it was worth it in the end, wouldn't you say." His father, Nakazawa Tamotsu said with a smile.

"I must say, it feels like it's been a while since we've had dinner all together like this, what with Takuya so busy with Photography Club and all." Mei stated, making Takuya nearly choke on his food.

"Takuya didn't go today, said he had a lot of homework to do." Misaki parroted his lie from earlier.

"Really, well it's good to see you still have your priorities in order." Tamotsu said sounding rather pleased. "Your mother and I are glad that you finally decided to join a club, but remember, studying always comes first." He said like a mantra. Despite being generally friendly, Nakazawa's parents were somewhat strict about his studies, he supposed they felt like it was their duty to help nurture Nakazawa's gifts.

"I know, but I'm not the child you should be talking to about studying." Nakazawa stated, causing Misaki to choke a little on her food.

"Oh come on, just because I'm not great at a few subjects doesn't mean I completely suck at studying!" Misaki defended herself.

"No, Takuya is right," Mei agreed, much to Misaki's dread. "Your math and science scores haven't seen much improvement lately; you better not be making Takuya do your homework for you again?" She scolded.

"In her defense, I always explain exactly what I did every time I solve a problem." Nakazawa remarked sarcastically.

"Takuya~!" Misaki cried in despair, making Nakazawa giggle.

"I'm only joking, I just help her with the parts she doesn't understand." Nakazawa clarified, much to his sister's relief.

"Well ok, but then we better see some improvements soon young lady, or we're seriously going to take away that computer of yours." Tamotsu threatened, immediately making Misaki comply. "Honestly, I know you want to be a journalist, but sometimes I don't understand how you could be so obsessed with that blog of yours." He said before taking a sip of his water. The siblings looked at their father incredulously, knowing full well that he didn't have any room to lecture others about obsessions.

"I heard "The Crusher" is going to be in town this Saturday." Nakazawa said, making his father do a spit take.

"T-T-The Crusher, Hayama "The Crusher" Junichi, he's coming here?!" Tamotsu exclaimed in shock and intrigue.

"Yep, apparently he's making an appearance at this amateur tournament, and the winner gets to fight him for the chance to win 30,000 yen." Nakazawa explained, his father listening intently the whole time.

"Unbelievable, the nerve of these people; thinking they could even last one minute in the ring with the legendary Crusher!" Tamotsu said, practically outraged.

"They need to last three minutes to win the money." Nakazawa added.

"Takuya, you said it was this Saturday right?" Tamotsu asked, his son answering with a nod. "Tsk, figures, of course I'd have to work that day… I guess I could take a sick day, I mean how many times will I have a chance to see The Crusher in person…" He mumbled to himself.

"Dear, weren't we just talking about obsessions?" Mei asked with a hint of malice in her voice, which Tamotsu picked up on, stiffening up. He nervously cleared his throat.

"Y-yes, of course, I would be setting a bad example if I were to do something like that, of course." He tried to save face, which just made his children laugh. However, Nakazawa was a little relieved, he didn't think he'd be able to enter the competition if his father was going, it would be too risky. Also, it would've been really awkward for his own father to be hurling insults at him when he fought his favorite wrestler.

* * *

Eventually, Saturday came around, the final bell of the half day at school rung, prompting the students to eagerly leave and enjoy the weekend. Nakazawa packed all of his stuff and met Kyousuke at the door.

"Well, tomorrow's the big day huh, Kamijou Kyousuke's finally hit the big time." Nakazawa said somewhat teasingly.

"It's not that big of a deal." Kyousuke said modestly.

"Dude, you were chosen out of all of the violinists in the Mitakihara Jr. Orchestra to perform a solo at a huge benefit concert in Tokyo, how is that not a big deal?" Nakazawa said rhetorically.

"Well, it's definitely a huge honor, but if I start thinking about it too much it's just gonna make me nervous. It's bad enough I can't get Sayaka to shut up about it, I don't need you bombarding me with praise too."

"Oh please, quit it with the fake modesty, it's just gonna piss people off." Nakazawa retorted, making Kyousuke chuckle.

"So what about you, any plans this weekend?" Kyousuke asked, changing the subject.

"Uhh, nothing really, just going to finish some projects I've been working on." Nakazawa said vaguely, he wasn't lying technically; he considered the wrestling competition as the final stage of the project that was his spider powers.

"Same old Nakazawa, you never change do you?" Kyousuke said teasingly, but with a hint of nostalgia in his voice.

' _I've changed more in the last two weeks than most people do in their entire lives._ ' He thought to himself, though just smiled nervously at his unsuspecting friend.

* * *

Nakazawa marveled at the sight of what was the main ring of the Mitakihara City Wrestling League, it was a large stadium like room, the stands already filled with cheering fans, as the opening proceedings were just about to begin. Nakazawa had seen the area on TV plenty of times before, but to see it in person was a whole other experience.

"Wow, this place looks so much bigger than it does on TV, I'm starting to get a little nervous." He admitted.

"Hey kid," One of the event coordinators called to him. "You better find a seat quick before the competition starts, you're not gonna wanna miss this."

"Uh, r-right, I sure don't." Nakazawa replied before retreating into the bleachers. He quickly navigated his way through the cheering fans until he came out the other side and entered the bathroom. "Alright, better get changed." He said as he began to unpack his backpack. However, before he could get started, his phone began to ring. He was a little startled by it and was even more distressed when he saw who's name it was on the caller id.

"Nee-san?" He greeted.

"Hey Takuya, sorry to call you when you're in the library, but I need a favor." Misaki said from the other end of the line. Nakazawa had told his family that he was going to the library to study, which fortunately nobody questioned. "There's this reference book that I need for my English homework, think you could pick it up for me, it's called "Literacy, A Practical Guide to the English Language."

"Uh, yeah, sure, no problem." Nakazawa replied. ' _Ah great, now I actually have to go to the library after this, better not forget._ ' He lamented to himself, making a mental note to drop by the library.

"Great, thanks little brother, have fun studying." Misaki thanked before hanging up. Nakazawa sighed in relief; he half expected this was some sort of test to see if he were actually at the library, he wouldn't put it passed her. He was brought out of his thoughts by the sound of the announcer beginning to speak to the audience.

"Oh no, I better hurry up!" Nakazawa exclaimed as he quickly got changed into his costume. It wasn't anything special, just his red tracksuit with a black spider painted on the front and back, paired with blue pants with a single red line running up each leg. He also wore a mask he fashioned out of an old red hood from a sweatshirt as well as some goggles with one-way lenses. Finally, he wore red sneakers and red fingerless gloves in order to hide the triggers on his web shooters.

"Hmm, I wonder if it's ok for me to have these." He said, referring to his web-shooters. He pushed the thought to the back of his mind as he quickly slipped out of the bathroom and made his way backstage where all of the competitors were waiting. He was astonished when he saw all of his opponents, they were all amateurs like him but they looked like real wrestlers, large with bulging muscles, all with much better costumes than him. There were only 8 competitors in all, which means Nakazawa would have to fight 3 matches before he could step into the ring with The Crusher.

"Alright, contestants number 3 and 7, you're up first!" One of the coordinators announced to the assembly. Nakazawa recognized his number and stepped forward, gaining a strange look from the coordinator. "…Wait, _you're_ competitor 7, Spider-Man?" He said dubiously. Nakazawa wasn't surprised, despite all of his powers, he was still a 14-year-old middle schooler, he must've looked like a shrimp compared to the other competitors.

"Uh, w-well…" Nakazawa stuttered, he heard some of the other competitors chuckling amongst themselves, if he showed weakness now; they were going to eat him alive in the ring. "N-no, I'm the _other_ guy wearing a colorful red and blue costume with a giant spider on the front." He quipped, gaining a blank stare from the coordinator.

"Whatever, it's your funeral." He replied as he proceeded to lead Nakazawa to the side where he would enter the ring. "Just stand here and wait for your cue, good luck, you're gonna need it." The coordinator instructed.

' _Gah, I'm seriously nervous, I can barely introduce myself in front of my class, how am I gonna go in front of all those people in this crappy outfit?_ ' He dreaded in his head, just a moment away from bailing.

"Alright wrestling fans, are you ready to see some carnage!" The announcer shouted in a loud, enthusiastic voice, gaining a roar of excitement from the audience. "Well then, without further a do, let's get this first match underway! In this corner, weighing in at 102 kg ( **A/N: Because metric units** ), give it up for… the JACK O' LANTEEEERRRRRNNNN!" He pointed to a wall at the end of a ramp that lifted up to reveal the strangely dressed combatant. He wore a green, sleeveless, leather body suit as well as an orange pumpkin shaped helmet, leaving only the lower part of his mouth visible. The crowd cheered as the Halloween themed wrestler showboated to the ring and stood in his designated corner.

"And in this corner, weighing in at 51 kg, a native of this fair city, put your hands together for… SPIDER-MAAAAAAN!" The announcer introduced. Nakazawa took a deep breath as the wall rose up and the lights flickered on, revealing his small form to the audience. Immediately people started booing at him, hurling insults, as well as popcorn and other snack foods, at him, making the walk to the ring a long and irritating one.

' _Aww come on, you cheered for a guy with a pumpkin head!_ ' Nakazawa complained as he slid under the ropes and settled in his corner.

"Aww, you lost little man, the preschool's that way." The Jack O' Lantern taunted.

"Uh, it's actually that way," Nakazawa corrected, pointing in the opposite direction. "You're lucky japan doesn't allowed grade retention or you'd be in some serious trouble." He shot back, angering Jack O' Lantern.

"You calling me dumb!?"

"Well I'm definitely not calling you smart." Jack O' Lantern growled in anger at his insults, Nakazawa shaking internally. Suddenly, the bell rang and the round began, Jack O' Lantern wasting no time charging at Nakazawa. The boy's Spider-Sense alerted him to the action and he quickly rolled out to the side, Jack O' Lantern just grasping at the air. Jack O' Lantern was surprised by how easily Nakazawa evaded him, but immediately went after him again. However, no matter how he tried to grab him, Nakazawa easily slipped right through his grasp, frustrating the wrestler.

"Grr, stand and fight like a man!" He bellowed.

"Said the guy with the fruit on his head, I don't even think preschoolers do that." Nakazawa quipped. Truth-be-told evading when his Spider Sense went off was sort of a reflex, and it proved incredibly hard to go against it. The Jack O' Lantern roared as he charged at Nakazawa one last time, the boy nimbly leap-frogging over him and landing squatted on the mat. However, rather then stopping, Jack O' Lantern bounced off the ropes, sending him hurtling towards Nakazawa in hopes to catch him off guard. Unfortunately, his Spider Sense kicked in and, without even really thinking about it, flipped out of the way, his foot kicking his opponent square in the jaw with enough force to send him flying out of the ring. The Jack O' Lantern crashed into the judges table, stunning both the audience and Nakazawa himself.

' _Oh crap, I hit him too hard,_ please _tell me he isn't dead._ ' He panicked as he watched the referee rush over to him.

"One, two, three, that's it!" the ref announced before returning to the ring and raising Nakazawa's hand in the air. "WINNEEEERRRRRR!" He cried, the rest of the crowd following suit. Nakazawa was more than a little embarrassed from the cheering, but he decided to enjoy the moment before he was escorted off the ring so the next match could begin.

' _Oh man, that was seriously close, I could've really hurt that guy._ ' Nakazawa fretted to himself as he sat on a bench backstage. ' _I've gotta be more careful, these guys might be bigger then me but I can lift_ 8 tons _for crying out loud! Not to mention they'll probably think I'm cheating if a small fry like me knocks out every guy with one hit._ ' He scratched the back of his head, trying to ignore the stares and whispers of the other competitors; this was going to be a long night.

* * *

"And in this corner, weighing in at 104 kg," The announcer was about to introduce Nakazawa's next opponent. "An up and comer in Kazamino City's wrestling circuit, please welcome… HAMMERHEEEEEAAAAAAD!" The wall opened to reveal an even stranger looking wrestler than the last. He was clad in what seemed to be a formal dress shirt with the sleeves torn off under a black vest and paired with black dressy pinstripe pants. But the strangest thing about him is that he seemed to have a metal plate in his head, giving it a flattened shape, hence the name "Hammerhead".

"Hold on, time out, I think I might be a little underdressed for this particular fight." Nakazawa said, though only gaining a smug smirk from his opponent.

"Laugh all you want pipsqueak, but I'm gonna be the one to get that 30, 000 yen cash price, and you'll be the one bleeding on the mat when I tear off all eight of your legs." Hammerhead said as he cracked his knuckles intimidatingly. Nakazawa readied himself, deciding to take the initiative this time around, and charged at him once the bell rang.

' _Ok ok ok, remember pull your punches, don't want to hurt this guy too bad._ ' He thought as he reared his fist back and threw a gentle punch at his face, however due to his super strength the strike ended having a good degree of force behind it. Nakazawa could feel and hear the clang of his fist against fist against the plate in his opponent's head, and despite the direct hit Hammerhead didn't even flinch. ' _Ok, maybe that was a little_ too _light._ ' He lamented before Hammerhead grabbed his arm and threw him against the ropes. When he bounced back Hammerhead reared back and head-butted Nakazawa, the boy's vision going foggy as he fell to the floor, dizzy. He heard Hammerhead laughing triumphantly, taking a moment to steady his vision and, surprisingly, quickly shacked it off.

' _Huh, interesting, if that plate is really made of metal then that head-butt should've knocked me out, guess that's my superhuman durability at work._ ' He observed with curiosity, however his Spider Sense pulled him out of his thoughts, but before he could react, Hammerhead grabbed his legs and tried to slam in on the mat behind him. Nakazawa thought quickly and gripped his hands on the mat, allowing him to throw Hammerhead across the ring and quickly flip back on his feet.

"Let's see, 1234… yep, still got all my legs." Nakazawa taunted, angering Hammerhead.

"You think you're funny huh kid, well you ain't gonna be laughing for long!" Hammerhead declared as he charged to Nakazawa.

' _Alright, for real this time._ ' Nakazawa thought as he steadied himself. Once Hammerhead was in range he threw a slightly more powerful punch than his last at his gut, sending him stumbling back onto the ropes. As he bounced back, Nakazawa flipped onto the ropes on the other end of the ring and used them to propel himself forward, landing a solid punch on Hammerheads face, actually denting the plate in his head. Hammerhead fell backwards, landing on the mat with a thud. He groaned in pain before going motionless, the ref kneeling down for the count.

"One, two, three, he's out, WINNEEEEEEEERRRRRR!" The ref announced, officially ending the match.

* * *

"And fighting Spider-Man in the final round, weighing in at 84 kg, make some noise for… the CHAMELEOOOOOOOOON!" The announcer introduced Nakazawa's penultimate opponent. Out of all of the wrestlers there, this one was probably the strangest, he wore a full body plain white suit without any distinguishing design, and his entire head was covered in some kind of white material that smoothed out any distinguishing features he would've had.

' _The Chameleon, I've actually heard of this guy before, a wrestler whose primary skill is being able to copy the moves of his opponent, even copying their voice and mannerisms in order to psych them out._ ' He thought, watching as the Chameleon leaped into the ring and landed just like Nakazawa would.

"You know, you should think about changing your costume, pure white is _so_ last month." Nakazawa quipped. The Chameleon stayed calm, he even looked a little amused, and he then cleared his throat and spoke.

"Oh yeah, like I'm gonna take advice from a fashion reject like you web-head." He rebuked, impersonating Nakazawa's voice perfectly.

' _Whoa, he actually copied my voice, even though it's been muffled all this time by my mask, ok, that's kind of cool._ ' He thought in his head. The bell rung and the round began, Nakazawa taking the lead and charging towards the Chameleon. He threw a punch at his opponent's face, but he evaded it just as easily as Nakazawa himself would have. He followed up with a high kick to the Chameleon's face, but the wrestler just ducked under it, going immediately from his crouching position into a back flip, attempting to kick Nakazawa the same way he kicked Jack O' Lantern. Nakazawa's Spider Sense helped him avoid it, but Chameleon expected this, flipping onto the ropes and using the propelling punch Nakazawa used on Hammerhead, the boy unable to avoid it in time. Nakazawa stumbled backward into the ropes, grabbing hold of them to make sure he didn't bounce back into another strike. The Chameleon landed nimbly on the ground, smirking.

"Yeah, I think I'm gonna stick with the solid white, those bright colors would just make me that much easier to hit." The Chameleon taunted in Nakazawa's own voice. Nakazawa used the rope to steady himself as he shook his head.

' _Wow, this guy really has copied my moves, right down to the simplest muscle movement from what I can tell._ ' He thought to himself, wondering how he was going to overcome his foe. He then looked at his wrists, the nozzle of his web shooter sticking out of a hole in his sleeve.

"It's not over yet creep, I still have a few tricks up my sleeves." Nakazawa shot back before charging towards Chameleon, about to grab him.

"Yawn." Chameleon said as he leapfrogged over him, just as Nakazawa did to Jack O' Lantern. However this was exactly what Nakazawa had hoped for and immediately turned around and shot a web line at the Chameleon in mid air, pulling on it and slamming his opponent down on the mat. The Chameleon was dazed for a moment before realizing what had just happened.

"Huh, w-what the hell was…" He stammered in his true voice as he examined the web stuck to him.

"Why do you look so surprised," Nakazawa said as he leaped over to him. "You're the one who called me Web-Head!" He reminded before kicking him in the head, knocking him out.

"One, two, three, and he's down, WINNEEEEEEEERRRRRR!" The ref announced.

"And there you have it folks, looks like our mystery combatant Spider-Man will be the one face off against Hayama "The Crusher" Junichi, he's done well so far, but does he have what it takes to last just three minutes in the ring with that wrestling league legend?!" The announcer said, getting the crowd hyped and Nakazawa nervous.

* * *

There was a brief intermission before the final match started, Nakazawa retreated to the bathroom, splashing water on his face to help calm his nerves and clean his sweat.

"Oh man, this is actually happening, I'm going to step into the ring with one of the most accomplished wrestlers of all time." He said, with a mixture of excitement, apprehension, and maybe a little fanboyish joy. "W-will I be ok, I've been doing ok so far, but these guys are amateurs at the end of the day, can I really stand up to someone as good as The Crusher." He wondered before putting his mask back on. Somehow, just that simple action put his worries at ease, when he had that mask on, he wasn't weak, bullied, and reserved Nakazawa Takuya, he was the strong, confident, and smart mouthed Spider-Man.

"Alright, let's go get paid." Nakazawa said as he left the bathroom and took his position backstage.

"…Alright, ladies and gentleman, here it is, the moment you've all been waiting for." The announcer began, the entire room dark except for the single spotlight on the sharply dressed man. "In this corner, weighing in at only 51 kg, he has mowed through the competition and is setting his sights on the very top of the heap, the terrifying, the deadly, the amaaaaaziiiiing, SPIDER-MAAAAAAAAAN!" The wall rose up and the pathway lit up with alternating lights, illuminating the small figure of Spider-Man. Unlike the first match, the crowd cheered for the young underdog, Nakazawa greeting them with a few waves before leaping all the way from the start of the ramp to the ring, making the audience go crazy.

"Who would've thought that this feather weight would be the one standing her in the ring, time and time again he has proven his strength and skill, but will it be enough to last just three minutes in the cage with a real living legend?" As he spoke all of the lights in the room were focused on the opposite wall, the imposing shadow of his opponent appearing on it. "Here he is folks, the three time heavy weight national champion, weighing in at 110 kg, you know him, you love him, put your hands together for… HAYAMA "THE CRUSHER" JUNICHIIIIII!" The crowd went absolutely nuts as the wall slowly rose up to reveal the incredibly large Hayama Junichi, better known as The Crusher. He had a shaven head with a black mustache as his only hair; he was shirtless and only wore a pair of dark purple leather pants with a silver chain on each side. Standing tall and proud, he strutted down the ramp, raising his hands in the air as he welcomed the cheers.

' _Whoa, it's really him, The Crusher!_ ' Nakazawa geeked out in his head. The Crusher then slid under the ropes and entered the ring, staring his opponent down.

"Wow, you look a lot bigger than you do on TV, who says the camera adds 10 pounds." Nakazawa joked, which just earned a smirk from The Crusher. ' _Uh, is that a "ha ha, that was actually kind of funny" smirk, or an "I'm going to hurt this guy really,_ really _bad" smirk?_ ' He wondered nervously, but soon got his answer when he heard the audience start chanting.

"Cage, cage, cage cage cage CAGE CAGE!" Nakazawa looked up and watched with horror as a large metal cage began to lower from the ceiling, encompassing the entire ring.

"Will the guards please lock the cage doors at this time." The announcer instructed, the guards swinging chains around the corners of the cage and locking them.

"Whoa, whoa whoa whoa, hang on a second here, nobody told me this was going to be a cage match!" Nakazawa stated, though he seemed to just be ignored by the guards. "Hello, can somebody please tell me what's going on here?!" Nakazawa pleaded, but again was ignored.

"He, he, he, well would you look at this, a spider trapped in his own web." The Crusher taunted, causing Nakazawa to slowly and nervously turn to him. "I gotta hand it to you kid, I didn't expect to be fighting you today, but underdog or not, I'm not going easy on you. I've got you for three minutes… three minutes of _play time_." He said menacingly, making Nakazawa do a loud cliché gulp. Suddenly, the bell rang and a timer on the cage began to count down, starting the match.

 _To Be Continued..._

* * *

 **A/N: Ohh, cliffhanger, how evil of me huh? Well fret not my friends for this time I'll be uploading not one, but TWO chapters at once! Yeah, truth is they were supposed to be just one chapter, but it got so long that I had to split it up, and this cliffhanger felt like a good cut off. I hope you guys enjoyed Nakazawa's interactions with his family, I don't really know why it took me so long to introduce them, probably because I wasn't confident in how I would portray them, what do you guys think, like them, hate them, wish I just left them as absent characters, I'm really curious, since OCs are kind of hard for me. As for the fights in this chapter, as you can see Nakazawa's opponents were based off of some of Spider-Man's lesser known enemies, I thought it would be easier to do that than create all new characters for the fights, and it felt like a nice little nod to the source material. I know the fights are kind of short, but hey, Nakazawa is _superhuman_ , I figured it wouldn't be very difficult for him to take out a few regular people, so yeah. Well, that's it for this chapter, be sure to leave a review and stay tuned for chapter 4, which is right over...**


	4. Act 1, Chapter 4

**A/N: HERE! ...Yeah, sorry, I couldn't resist, that really doesn't work if you guys don't read this chapter right after reading the last one, oh well. Well, let's continue on, shall we.**

 **Disclaimer: I don't own Spider-Man or Puella Magi Madoka Magica**

* * *

 **ACT 1: Origins**

 **Chapter 4: Great Responsibility**

The Crusher charged at Nakazawa attempting to grab him, but out of fear he leaped up into the air, clinging to the cage at a safe distance. The Crusher looked around, wondering where he was, until he finally spotted him high on the cage wall.

"Hey, what are you doing up there?" The Crusher demanded irritated.

"Staying away from you, just because I hide my face doesn't mean I want it to get rearranged." Nakazawa said teasingly.

"Get back down here bug, or I'll make you." The Crusher threatened before slamming himself against the cage wall, causing it to violently shake. Nakazawa was a little on edge, but his wall crawling powers allowed him to stay on with ease. He considered just staying up there till time ran out, but that wouldn't be very sporty, plus this was supposed to be a field test of his powers, it would be pointless if he didn't put in any effort. "Grr, get down here already!"

"Ok, ok, geez, don't get your panties in a twist." Nakazawa replied as he flipped off the wall and landed behind The Crusher. The wrestler quickly turned around and came at him once more; Nakazawa quickly shot two web lines to the top of the cage and used them to leap over him. Once he landed he quickly turned and caught The Crusher's let with a web line, pulling on it and tripping the large wrestler. The Crusher rolled to his back, about to get back up, but then saw Nakazawa leap up and come down on him with a drop kick; The Crusher quickly rolled out of the way and got back on his feet. Nakazawa didn't waste anytime as he threw a punch at The Crusher, his fist landing square on his chest, but astonishingly the Crusher didn't even seem to feel it. Confused, Nakazawa threw a few more punches, adding a little bit more power, but from what he could tell The Crusher didn't seemed fazed by them at all.

Eventually, The Crusher grabbed Nakazawa's fist in mid swing and threw him against the ropes, grabbing him as he bounced back and suplexed him onto the mat. Nakazawa wallowed in pain on the ground for a moment, amazed that he was still conscious, and then struggled to get back up.

"Still awake huh, well not for long." The Crusher said as he grabbed Nakazawa off the ground and slammed him against the walls of the cage. The crowd cheered/cringed every time Nakazawa hit the metal bars; he was slammed four times before The Crusher finally let him fall to the ground.

"Finish him off!" Nakazawa heard somebody say and then saw the Crusher be handed a crowbar. The Crusher raised the blunt instrument over his head as he charged at Nakazawa, about to bash his skull in, but before he could Nakazawa brought his leg up and kicked The Crusher in the gut, making him stagger ever so slightly.

' _Man, this guy can really take a hit, not surprising since he does it for a living._ ' Nakazawa observed. ' _Alright, let's put a little bit more power in it._ ' He thought as he kicked him again, with little difference. ' _Nope, still no good, ok, a little bit harder,_ ' He kicked him again, this time making him step back a little. ' _Just a little bit harder,_ ' He kicked him a third time, causing some more noticeable damage. ' _Yep, that's it._ ' Nakazawa thought as he kicked him five more times at that intensity, dazing The Crusher enough for him to get back on his feet. The two opponents stared each other down; they knew this was going to be the final clash. The Crusher gripped his weapon tight and Nakazawa kneeled down in a defensive stance. With a battle cry The Crusher rushed up to him, crowbar rose above his head, and once he was in range, Nakazawa stepped forward and delivered a powerful uppercut, sending him flying into the cage wall and then onto the ground motionless. The crowd went wild, realizing that the match was over and Nakazawa had won.

"One, two, three, that's it, that's it, WINNEEEEEEEERRRRRRR!" The ref cried exceptionally loud, matching the audience's own cries.

"UUUUUNBEEELIEEEEVABLE folks, with only seconds to spare on the clock, the challenger has defeated the legendary Hayama "The Crusher' Junichi, by knock out no less!" The announcer cried incredulously, hyping up the audience that much more. "Looks like this kid has quite the future ahead of him, ladies and gents, give it up for the new champion, SPIIIIIIIIDEEEEEERR-MAAAAAAAN!" Nakazawa was speechless, he had won, not just survived, WON, he _defeated_ the legendary Crusher, his very ideal of manly toughness since he was a child, it was… overwhelming. He listened as the crowed chanted his name, the name he had given himself on a whim in his room, Spider-Man. Nakazawa decided to enjoy the moment, raising both his hands in the air in triumph, the crowd's cheering intensifying.

* * *

"Twenty-nine thousand, thirty-thousand," The fight promoter counted out, handing the stack of bills to the young masked boy. "There you go kid, don't spend it all in one place."

"Thank you very much." Nakazawa said politely with a bow.

"No, thank you, this event was a huge success thanks to you, if you're ever interested in doing this full time, don't hesitate to call us." The promoter replied with an excited smile.

"Uh, thanks, I'll keep that in mind." Nakazawa said as he put away his winnings. "Well, good bye." He said as he left the office, the promoters waving after him.

"Man, I can't believe a shrimp like that actually pinned The Crusher." The other promoter said incredulously as he counted some money.

"I think most people would agree, hell I didn't even think we'd have to actually pay anyone today." The first promoter responded with similar disbelief.

"Well, no real harm done, we made a killing tonight, I told you it was a good idea to raise the price of admission." The other promoter said.

"Not to mention all of the publicity we're gonna get when word gets out The Crusher was defeated here, the fans are gonna be pouring in!" The first promoter said with enthusiasm. "Man, hope we hear from that spider guy again, he's a real money maker." With that the promoters continued to count their revenue. Some time later the door to their office swung open, an angry looking man with blond died hair walking in and throwing a sack on the first promoter's desk.

"Hey, what do you think you're…" He began to complain, but was silenced when a gun was cocked in his face.

"Put the money in the bag." The thief ordered.

* * *

Nakazawa couldn't help but smile as he counted out his winnings of the night. He had changed out of his costume and was now walking out in front of the MCWL building.

"Wow, thirty thousand yen, I don't think I've ever seen so much money before in my life." Nakazawa said. "With this I'll be set for a good while, maybe even…" He was interrupted by the sound of the door of the building swinging open; he looked over and saw a man with a bulging sack rushing out. "Huh, what's going…" He began, but got his answer when the promoters, as well as a few security guards rushed out of the building after him.

"Stop that guy, he has our money!" The promoter cried.

' _Ah, a thief!_ ' Nakazawa exclaimed in his head, watching with wide eyes as the thief began sprinting towards him. He turned to face the thief about to enter a defensive stance. ' _Oh man, this is bad, I've gotta do something, I've gotta…_ ' Nakazawa caught himself, relaxing his form as he realized what he was doing. ' _Wait, what am I saying, I can't do anything, I…_ ' He thought until the thief reached him.

"Move it kid!" He ordered as he shoved Nakazawa out of the way, making it to his car that was just behind the boy. The car started up and he drove away at great speeds, the security guard barely making it there to catch the license plate number.

"Damn, he got away!" The security guard lamented before turning to the shaken Nakazawa. "You alright kid?"

"Huh, uh, y-yeah, I'm fine." Nakazawa stuttered.

"That was really dangerous what you tried to do there, he had a gun you know." The guard scolded, having saw Nakazawa move in the thief's way.

"I… I'm sorry sir." Nakazawa said with a bow.

"It's fine, just be careful from now on, and let the proper authorities do their job." The guard replied, putting a hand on his shoulder.

"Well that's all well and good, but what about our money?!" The promoter asked in an irritated voice.

"Calm down, I got his license plate numbers, I'm calling the cops right now." The guard stated, taking out his phone and dialing the number. "Remember what I said kid, now get out of here."

"Uh, yes, thank you sir." Nakazawa said respectfully before walking away. He looked back and listened as the guard told the police a description of the car as well as the license plate number, he then turned around and lowered his head.

' _That's right, powers or not, I'm just a civilian, I don't have the right or authority to try and go catch criminals like that, what was I thinking._ ' He thought to himself, wondering how he could've been so stupid, even now he could easily catch up to the car, but he wasn't a cop, he couldn't do that without getting in trouble himself. ' _I'll just leave the rest to the police, I shouldn't get involved in things that don't concern me._ ' He decided, returning his attention to the path to the train station.

* * *

Nakazawa let out a tired sigh, standing at the train station. "I had to go all the way across town to get this book for Nee-san, and now I have to wait for the next train to come so I can go home." He mumbled to himself, looking down the track as if that would make the train come sooner. After a few minutes of waiting his phone began to ring. He looked at the caller id and saw that it was Miki Sayaka.

"Huh, Miki-san, did she have my number?" Nakazawa said with a puzzled expression. "Hmm, oh yeah, we exchanged them when we met, she's just never called me before." He remembered, and then smiled once he realized what she must have been calling him for. "Finally going to ask me for advice about Kamijou huh, it's about time." He said before answering the phone. "Hello."

"…*sob* N-Nakazawa-kun…" He heard Sayaka's distraught and shaky voice through the phone, she had obviously been crying.

"Eh, Miki-san, are you ok, what's wrong?" Nakazawa asked with concern, it was never good when a girl called you crying late at night.

"…K-Kyousuke… Kyousuke was… *hic* Kyousuke was in an accident…" She finally managed to stammer out through her sobbing. Nakazawa froze, the bag with the book in it falling out of his hands as his grip loosened. He just stared out into space as he processed what Sayaka had just told him, gauging the severity by Sayaka's continued crying.

"…What?"

* * *

Nakazawa ran through the halls of Mitakihara City Hospital, frantically looking at the numbers and names on the doors to find the one he was looking for. Eventually, he spotted the name Kamijou Kyousuke, sliding to a stop and swinging the door to the room open.

"Kamijou!" Nakazawa cried, freezing in the doorway at the sight before him. Kyousuke was lying in a hospital bed, all battered, bruised, and bandaged, with one of those transparent breathing masks over his mouth and nose to help him breath. In the room with him were Kyousuke's parents, Eisuke and Kyoumi, his mother crying and being comforted by his father, and kneeling by his bed was Sayaka, sobbing into his sheets.

"Nakazawa-kun, you came." Kyousuke's father, Kamijou Eisuke said, brining Nakazawa out of his shocked daze.

"W-what happened?" Nakazawa choked out, still shaken by the sight of his friend in such a horrible condition.

"Kyousuke was… run over by a car earlier this evening." Eisuke informed with noticeable difficulty. "I don't know all of the details myself, but apparently the car was being chased by the police, and in its haste to get away it…" He couldn't even finish the explanation, if he continued any further he would probably start crying as well, he needed to remain strong for his wife, as well as Sayaka. Nakazawa just stared at him with a shocked expression on his face. He the bed, he looked even worse up close, the cuts and bruises were very much noticeable and he had a cast on both of his legs and his left arm. As if sensing his presence, Sayaka looked up at him from her kneeling position, her eyes red and tears streaming down her face.

"…*hic* N-Nakazawa-kun… it… it was awful, one minute he was just walking down the street and the next… *hic* *hic* oh god!" Sayaka said before breaking down crying into her hands at the memory.

"Miki-san, you… saw it happen?" Nakazawa inquired with surprise.

"…I saw him walking through the business district, I guess he was nervous about tomorrow a-and was taking a walk to calm his nerves…" Sayaka explained, well aware of her crush's habits. Nakazawa looked at the girl with sympathy, he couldn't imagine what it must have been like to watch the boy she liked get in such a horrible accident. He turned his attention back to Kyousuke's parents.

"Is he going to be alright?" Nakazawa asked with great concern.

"We don't know, the doctors haven't said anything to us." Kyoumi replied, calming down just a bit.

"…I… I'm sure he'll be ok, it's just a couple of broken bones right, he'll… be fine." Nakazawa said in as confident of a tone as he could muster, however, the more he looked at Kyousuke's broken form, the more he felt like it might have just been wishful thinking. Just then, as if on cue, the doctor entered the room, everyone's attention turning to him.

"Doctor, how is my boy, will he be alright?" Eisuke asked frantically, the doctor looking at him with a look that made everyone nervous.

"…Well, this is difficult to have to say," The doctor began, everyone bracing themselves for the worst. "He will live of course, he didn't receive any major damage to his brain or any internal organs, so he should be awake within the next few hours." He informed, slightly relieving the boy's parents.

"…But?" Nakazawa said he could just feel there was a "but" coming.

"But he has received critical damage to his legs and arm, multiple fractures and internal bruising in all of the wrong places." He continued. "With some rehab he should be able to walk again within the next month or two, however… his hand…" He trailed off, as if avoiding telling the rest.

"…What about it?" Nakazawa urged, the only one in the room with the courage to do so.

"It has been very critically injured, some vital nerves have been damaged, some completely beyond repair."

"Doctor, what exactly are you saying?" Kyoumi stated, squeezing her husband's hand.

"We'll need to do some further testing, and of course we'll do everything we can, but from the looks of it… he may never be able to move his left hand properly again." The whole room was silent, only a few shocked gasps could be heard as everyone processed what they were just told.

"…Y-you can't be serious Doctor," Eisuke stated. "Kyousuke is a musician, a highly gifted one at that, he… he was supposed to play at this big concert in Tokyo tomorrow!" The man cried, no longer able to hold back his tears.

"I understand this is difficult to hear, and I promise you we'll exhaust every possibility to help your son play again, but I must advise you to remain realistic." The doctor insisted, much to Eisuke and Kyoumi's devastation.

"No… NO, you _have_ to fix Kyousuke's hand, you just _HAVE_ TO!" Sayaka shouted. "You don't understand, music means everything to Kyousuke, if he can't play anymore it… it'll CRUSH HIM!" She insisted, Nakazawa knew for a fact that she was right; music was his whole life, what will happen when he can't play anymore.

"I don't know what else to tell you, we need to do some more testing to fully understand the gravity of the situation, but chances are he won't be able to play anymore. I'm sorry." The doctor sincerely apologized, though it did little to lift their grief. Upon hearing the news Sayaka went right back to crying into Kyousuke's sheets, Kyoumi also began crying again and Eisuke did his best to comfort her.

Nakazawa just stared at the ground, horrified, how could this have happened, this is the worst possible think that could happen to his best friend, just how the hell were they going to tell him that he couldn't play his violin anymore. Nakazawa returned his attention to Kyousuke's sleeping form, his eyes falling on his left hand, at the moment is seemed the only think keeping it together was the white cast placed on it. He couldn't bear to look at him anymore, turning away and fighting back tears of his own, once he looked away he spotted a TV on the wall opposite of the bed, most likely for the patient's viewing pleasure. The device happened to be switched on and the program that was running caught his attention, it was a live news broadcast, the words "high speed chase" scrolling across the bottom of the screen.

"…Hey… hey wait a second…" Nakazawa said as rushed up to the television and turned up the volume, everyone turning their attention to the news report.

"…police officers pursued the vehicle all across Mitakihara's business district, and after a long chase they have finally managed to pin down the criminal in an abandoned building just outside of…" The news reporter on the TV said in a professional tone.

"The Business district, t-then that's the one who did this to Kyousuke!" Sayaka declared.

"Thank goodness, he'll be facing justice soon." Eisuke stated with a small hint of relief.

"…Unfortunately the officers are unable to enter the building as just before the criminal took shelter there, he grabbed a hostage from the street and is currently holding her at gunpoint. As the main priority is the hostage's safety, the police are now trying to think of a way to safely extract her and arrest the culprit." The news report went on, the screen showing live footage of officers conversing with each other, as well as a shot of the building itself. Nakazawa was silent as he watched the television screen, his face slowly going from a shocked expression to an infuriated glare. His hands balled into fists and he couldn't help but let out a growl at the thought of the man who did this to his best friend hiding out in that building, about to hurt another innocent person. Suddenly, without warning, Nakazawa sprinted out of the hospital room, an angry but determined look on his face.

"Eh, Nakazawa-kun?" Kyoumi said quizzically as she watched the boy leave.

"Hey, where are you going?" Sayaka inquired as she chased him to the door, only to watch him dash down the hallway to the stairway. Sayaka looked back at Mr. and Mrs. Kamijou with a confused look, the adults also baffled by the boy's sudden departure.

* * *

Nakazawa ran out of the hospital and into an empty alleyway, he opened up his backpack and changed into his costume, leaving his street clothes and backpack lying in the alleyway behind a dumpster. He slipped on his mask and without a moment's hesitation he leaped up and started crawling up the side of the building. Once he was on the roof, he began leaping from rooftop to rooftop, until he got a particularly high building that was further from any others than he could jump. This didn't stop him, as he casually leaped off of the building and shot a web line at on of the other buildings, web slinging through the business district.

' _You bastard, you BASTARD, you're gonna pay for what you've done to Kamijou, I swear you're gonna PAY!_ ' He thought with an angry scowl under his mask as he web slinged in the direction he remembered the news said the criminal was being held up in. Nakazawa was furious to say the least, he wasn't even thinking about being caught by the police or being revealed as some weird spider freak, he was just focused on avenging his best friend.

Eventually, the building on the news came into view, police cars littering the streets around it. Nakazawa landed on a building a few blocks down in order to avoid being discovered by the police. He leaped across the rooftops until he was on the building right next to the one the criminal was held up in, he looked at the cops that were surrounding the place, none of them seemed to notice him yet. He leaped off the rooftop he was on and landed on the wall of the target building, quietly crawling in through a window.

…

The criminal was sweating nervously, peaking out of one of the windows to see the sea of police officers, all of them gunning for him.

"Tsk, damn cops, I knew I should've taken the license plates off of my car before I did this." The criminal cursed. As if the stress of his imminent capture wasn't enough, a constant, annoying whimpering could be heard, echoing throughout the empty room. It was coming from his hostage, a young woman he had grabbed off of the streets, and was currently holding tightly by the arm. "Grrr, I thought I told you to pipe down, I can't think straight with your constant crying!" He shouted as he tightened his grip on her arm and pointed his gun in her face, just making her cry more.

"…P-P-Please… d-don't hurt me…" She begged between her sobs.

"Then SHUT UP!" He ordered, the woman desperately trying to silence her whimpering. "You're lucky you're the only thing keeping those cops from storming in or I'd have already shot you for being so damn annoying!" He looked back out at the police filled streets, wracking his brain as to what his next move should be. The police were shining searchlights into the windows of the building, trying to get a visual of its two occupants, as they did, out of the corner of his eye, the criminal saw a shadow on the wall, it looked human, but it seemed to be… crawling.

"Hey… hey who's there!?" The criminal asked, pointing the gun where he had seen the shadow. However, the intruder was now behind him, repelling down from the ceiling on a single strand of web, not saying a word as he stared at the paranoid criminal's back. As if feeling his presence the criminal turned around, but only aimed his gun at the air as the intruder retracted back to the ceiling. "Somebody's in here, show yourself, or I swear I'll blow this lady's brains out!" He threatened, pressing the gut up against the hostage's head, causing her whimpers to escalate.

The criminal looked around, awaiting the figure to emerge into plain sight. However, without warning, a web was shot at his gun, and before he realized what was happening the weapon was pulled out right of his hand.

"Huh, what the…" He said with surprise, but before he could ponder any further, the figure swung down and with a loud grunt delivered a strong kick to his face, knocking him to the ground and forcing him to let go of the lady.

Nakazawa landed on the ground gracefully, looking on as the criminal writhed in pain. He was out for revenge, but he wasn't a killer, he made sure to hold back his strength just enough so he would stay awake for the rest of his beat down. He then turned to the lady, who had fallen to the ground as well and looking up at him with a terrified look on her face.

"Hurry, get out of here, the police will help you outside!" Nakazawa said with haste, much to the lady's relief.

"…T-thank you…" She breathed before getting to her feet and rushing to the stairs. Nakazawa then turned his attention back to his prey; he had shaken off his kick and was now scrambling for a set of double doors in an attempt to escape.

Nakazawa wouldn't have it, rushing up and grabbing him before he had a chance to open the doors. He slammed his head into the windows of the doors, shattering them on impact and gaining grunts of pain from the criminal. He tossed him to the ground, looming over him as he tried to get back to his feet. However, this proved to just be a façade, as he took out a knife hidden in his jacket and began swinging, Nakazawa's Spider Sense warning him and allowing him to effortlessly dodge the slashes. He grabbed the criminal's wrist on the fourth slash and twisted his wrist to disarm him, he then landed an uppercut that sent him flying into the air, only to bring him back down with a web line and knee him in the torso, sending him across the room. Nakazawa approached him as he struggled to stand up again, the boy couldn't see the criminals face in the darkness, but he assumed he was terrified from the noises he was making.

"W-W-Wait, I give up, I'm sorry." The criminal pleaded as he backed up near one of the windows, putting his hands up in defeat. "I'll return the money, I-I'll turn myself in, ok, I'm sorry!" Nakazawa couldn't help but get incredibly angry at his words, his fists tightening and shooting him a glare from behind his mask.

"Sorry, will "sorry" heal my friend?" Nakazawa said, venom dripping from every word. "Will "sorry" give him back what _you_ took from him? Will " _sorry_ " give him back the dream he has worked so hard for!? Well, WILL IT!?" He screamed, grabbing the scumbag from the collar and lifting him up against the window. Just then, the searchlight fell on this very window, allowing Nakazawa to finally see the man's face. His eyes widened in horror, he had seen this man before, not too long ago in fact, earlier that very day. He was the robber from before, the one that stole the money from the fight promoters after the tournament… the one he let get away.

Nakazawa was silent, the entire event replaying in his head, from seeing the robber approach him, to letting him shove him to the side and get to his car, and of course, watching as he sped off. Then, he visualized that same car running over his best friend, crushing his arms and legs as that poor girl watched, and then just continuing down the road, down the path that Nakazawa let him go down. His hands hook as he dropped the criminal; he backed away slowly, his mind not being able to take this devastating revelation.

"N-No way, it… it can't be you…" He practically whispered. The criminal was still terrified, he darted his eyes around for anything that could help him, and eventually his eyes fell on a crowbar that was on a desk within reach.

As Nakazawa was distracted by his revelation, the criminal carefully reached over and grabbed the crowbar, quickly swinging it towards his head with a desperate cry. Nakazawa's Spider Sense kicked in and he easily grabbed the crowbar in mid-swing, his shock and horror igniting right back into rage as his grip tightened on the weapon, effortlessly bending it. With one last fierce cry, Nakazawa punched the criminal in the chest, sending him crashing through the window. The man screamed in terror as he fell from the three-story building, he knew that this was the end and braced himself for the impact. However, to everyone's surprise, a web line caught him before he could hit the ground, narrowly saving his life. The man looked up and saw Nakazawa holding the other end of the web, sticking it to the side of the building to keep him secure for the cops.

Once the police recovered from their shock, they turned their attention to the mysterious figure standing in the window, his image becoming clear as they shined the searchlight onto him.

"Freeze, we have the place completely surrounded!" An officer informed him through a bullhorn. Meanwhile a team of cops stormed the building, climbing the stairs before making it to the third floor, all members searching the area for the masked man. They looked everywhere, including out the window and the sides of the building, but it was no use, he was gone.

* * *

Nakazawa sat on top of a large TV tower overlooking Mitakihara City, from there he could see the hospital that Kyousuke was unconscious in, lying there, broken as his loved ones mourned his condition. Nakazawa looked down at the building, his maskless face putting on a depressed look as he thought about who put him there. No it wasn't the criminal, or the car… it was him, no matter how he looked at it his friend's accident was his fault. Nakazawa could've easily stopped that criminal, he merely choose not too, he didn't think it was his duty, his responsibility, that he should just leave it too the police and… oh who was he kidding, it wasn't any kind of sensible reason like that. The truth was he was scared, scared of what he was, of what he could do, and what people would think of him if they found out, that's why he didn't stop him when he had the chance… that's why his friend got hurt.

Nakazawa looked down at his mask, his hands clenching it as they shook, and tears falling on it as he began to cry.

"…Kamijou, because of me, because of my selfishness, you… I… I'm sor… I'm so sor…" He couldn't even say it, he said it himself, apologizing wouldn't heal Kyousuke's hand; it wouldn't take back what he did to him. Because of his cowardice, because of his selfishness, somebody close to him was… no, that's not right, _somebody_ got hurt, it didn't matter that it was his best friend. If it wasn't Kyousuke, it would've been somebody else, and their loved ones would've mourned their condition just as much as Kyousuke's family and friends did. The only difference was that they wouldn't have been able to get justice for their loved one, they wouldn't have been able to do what the police couldn't and save that hostage so the criminal could've been arrested… and they wouldn't be able to stop it from ever happening again.

Nakazawa just had to accept it, he wasn't a normal person anymore, he could do things nobody else could, things that could've saved a person's life; that _did_ save a person's life. He saved that woman, and allowed the police to arrest the scumbag that crushed a young boy's dreams, he did all that, and he was the only one who could've. Nakazawa stood up and whipped away his tears, his face turning from depressed to determined as he found new resolve. This gift, this curse, whatever you want to call it, he could use it to help people, so he had an obligation to, he was ashamed that it took this tragedy to teach him this simple fact… that with great power comes great responsibility. With these words etched into his conscience, he slipped on the mask and leaped off of the tower beginning to web sling through the city; there, in that moment, he stopped being the weak, cowardly, shameful Nakazawa Takuya… in that moment, he became Spider-Man.

* * *

 **A/N: And that's it you guys, the final "Origin story rehash" chapter, WOOT! So as you can see this chapter took A LOT of inspiration from the 2002 Spider-Man movie, sorry if that was a turn off for you guys, let's just hope I can be more original from now on. I'm sure some of you guys saw this coming from the start, I figured having Kyousuke's accident rather than the death of his "father figure" be the catalyst for his becoming a superhero would make this fic a little bit more interconnected with the original series, I mean, it is a crossover after all. So next chapter we'll get into some real Spidey goodness, including Nakazawa's first encounter with a supervillain, so look forward to that. Well, I guess that's it for this chapter, thanks for reading you guys and I'll see you in the next chapter.**


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